Exhibit B-3(a)

                              
                              
                              
                              
                              
                              
                    AMENDED AND RESTATED
                              
                   REIMBURSEMENT AGREEMENT
                              
                              
                            AMONG
                              
                              
               SYSTEM ENERGY RESOURCES, INC.,
                              
                              
                  THE CHASE MANHATTAN BANK,
                   as Administrating Bank,
                              
                              
               UNION BANK OF CALIFORNIA, N.A.,
                   as Documentation Agent,
                              
                              
             THE BANK OF TOKYO-MITSUBISHI, LTD.,
                     LOS ANGELES BRANCH,
                       as Funding Bank
                              
                              
                 AND THE PARTICIPATING BANKS
                        NAMED HEREIN
                              
                              
                         DATED AS OF
                              
                              
                      DECEMBER 1, 1988
                              
                AS AMENDED AND RESTATED AS OF
                              
                              
                      DECEMBER 27, 1996



                   
<PAGE>                   
                   TABLE OF CONTENTS / <FN1>


                                                        Page

SECTION 1.      Definitions                              2
SECTION 2.      Reimbursement and Advances               20
SECTION 3.      Fees                                     30
SECTION 4.      Change in Circumstances; Alternate       31
                Rate of Interest
SECTION 5.      Participations                           35
SECTION 6.      Payments                                 42
SECTION 7.      Issuance of the Letters of Credit;       43
                  Conditions Precedent to
                  Issuance
SECTION 8.      Adjustment of Maximum Drawing Amounts    49
                  and Maximum Available Credit
                  Amounts; Terms of Drawing
SECTION 9.      Obligations Absolute                     49
SECTION 10.     Representations and Warranties           50
SECTION 11.     Affirmative Covenants                    54
SECTION 12.     Negative Covenants                       58
SECTION 13.     Reimbursement Events of Default;         62
                  Prepayment Events
SECTION 14.     Amendments and Waivers                   67
SECTION 15.     Notices                                  68
SECTION 16.     No Waiver; Remedies                      69
SECTION 17.     Right of Setoff                          69
SECTION 18.     Continuing Obligation                    71
SECTION 19.     Extension of Letters of Credit           71
SECTION 20.     Limited Liability of the Banks           71
SECTION 21.     Costs, Expenses and Taxes                72
SECTION 22.     Indemnification                          73
SECTION 23.     Sales of Participations; Assignments     74
SECTION 24.     Administrating Bank                      75
SECTION 25.     Termination by the Company               78
SECTION 26.     Termination of Availability Agreement    
                  Assignment                             78
SECTION 27.     Severability                             79
SECTION 28.     Governing Law; Jurisdiction; Consent     79
                  to Service of Process; Waiver of
                  Jury Trial
SECTION 29.     Headings                                 80
SECTION 30.     Counterparts                             80


EXHIBIT A         Form of Irrevocable Transferable
                  Letter of Credit issued to Owner
                  Participants

                Exhibit 1 to Exhibit A

                Exhibit 2 to Exhibit A

                Exhibit 3 to Exhibit A

                Exhibit 4 to Exhibit A

                Exhibit 5 to Exhibit A

                Exhibit 6 to Exhibit A

                Exhibit 7 to Exhibit A

                Schedule I to Exhibit A

                Schedule II to Exhibit A

                Schedule III to Exhibit A

EXHIBIT B       Form of Notice of Drawing

EXHIBIT C         Form of Opinion of Reid & Priest, as
                  New York Counsel to the Company

EXHIBIT D-1       Form of Opinion of Reid & Priest, as
                  New York Counsel to Entergy

EXHIBIT D-2       Form of Opinion of Ann G. Roy, as
                  Mississippi and Louisiana Counsel to
                  Entergy

EXHIBIT E-1       Form of Opinion of Ann G. Roy, as
                  Mississippi Counsel to the Company

EXHIBIT E-2       Form of Opinion of Friday, Eldredge
                  & Clark, as Arkansas Counsel to the
                  Company

EXHIBIT F-1       Form of Opinion of Ann G. Roy, as
                  Mississippi Counsel to EMI

EXHIBIT F-2       Form of Opinion of Friday,
                  Eldredge & Clark, Arkansas Counsel
                  to EAI

EXHIBIT F-3       Form of Opinion of Ann G. Roy, as
                  Louisiana Counsel to ELI

EXHIBIT F-4       Form of Opinion of Ann G. Roy, as
                  Louisiana Counsel to ENOI

EXHIBIT G         Form of Opinion of Cravath, Swaine &
                  Moore, as Special Counsel to the
                  Administrating Bank and the
                  Participating Banks

EXHIBIT H         Form of Thirty-Second Supplementary
                  Capital Funds Agreement and
                  Assignment

EXHIBIT I         Form of Thirty-Second Supplementary
                  Availability Agreement, Consent and
                  Assignment

SCHEDULE 1      Participating Banks' Risk Percentages

SCHEDULE 2        Beneficiaries and Amounts of Letters
                  of Credit To Be Issued

APPENDIX A      Definitions

<PAGE>
                              AMENDED AND RESTATED
               REIMBURSEMENT AGREEMENT dated as of
               December 1, 1988 as amended and restated as
               of December 27, 1996, among SYSTEM ENERGY
               RESOURCES, INC., an Arkansas corporation (the
               "Company"), THE BANK OF TOKYO-MITSUBISHI,
               LTD., a foreign banking corporation organized
               under the laws of Japan acting through its
               Los Angeles Branch (the "Funding Bank"),
               UNION BANK OF CALIFORNIA, N.A., as
               documentation agent (the "Documentation
               Agent"), THE CHASE MANHATTAN BANK (as
               successor by merger with Chemical Bank), a
               New York banking corporation, as adminis
               trating bank (the "Administrating Bank") and
               the banks listed on the signature pages
               hereof under the heading "Participating
               Banks" (each, a "Participating Bank" and,
               collectively, the "Participating Banks").


          WHEREAS the Company entered into two Participation
Agreements dated as of December 1, 1988, each among (i) the
Company, (ii) Meridian Trust Company and Stephen M. Carta,
for themselves and as Owner Trustees (the "Owner Trustee"),
(iii) the Original Loan Participants, (iv) the GGlA Funding
Corporation, as Funding Corporation, (v) Bankers Trust
Company and Stanley Burg, for themselves and as Indenture
Trustees (the "Indenture Trustee"), and (vi) each of Public
Service Resources Corporation and Lease Management Realty
Corporation IV, as applicable, as Owner Participant (each,
an "Initial Owner Participant" and, collectively, the
"Initial Owner Participants") and each relating to the
acquisition of an undivided interest in the Grand Gulf
Nuclear Station Unit No. 1 located in Claiborne County,
Mississippi ("Unit 1") through a trust for the benefit of
each such Initial Owner Participant (each, a "Participation
Agreement" and, collectively, the "Participation
Agreements"), which interest was and continues to be leased
to the Company pursuant to a Facility Lease dated as of
December 1, 1988, among the Owner Trustee and the Company
and for the benefit of such Initial Owner Participant and
its successors, as supplemented by a Lease Supplement dated
as of April 1, 1989 and as supplemented by a Lease
Supplement dated as of January 1, 1994 (each, a "Facility
Lease" and, collectively, the "Facility Leases");

          WHEREAS it was a condition precedent to the obli
gation of the Owner Trustee to make available, on behalf of
the Initial Owner Participants, the Purchase Price of its
Undivided Interest in Unit 1 that the predecessor to the
Funding Bank issue to each Initial Owner Participant an
irrevocable letter of credit substantially in the form of
Exhibit A to the Original Reimbursement Agreement as defined
below (collectively, the "Original Letters of Credit") and
in connection therewith, the Company, the predecessor to the
Funding Bank, the Administrating Bank and certain
Participating Banks entered into the Reimbursement Agreement
dated as of December 1, 1988 (the "Original Reimbursement
Agreement");

          WHEREAS the Original Reimbursement Agreement was
amended on January 11, 1991, and on December 17, 1993;

          WHEREAS the Company, the Administrating Bank, the
Funding Bank and the Participating Banks wish to amend and
restate the Original Reimbursement Agreement as heretofore
amended in the manner, on the terms and subject to the
conditions set forth in this Agreement;

          WHEREAS the Funding Bank is willing, subject to
the terms of this Agreement, to issue to each Owner
Participant (as defined in Section 1) a new irrevocable
Letter of Credit substantially in the form of Exhibit A
hereto (each a "Letter of Credit", and, collectively, the
"Letters of Credit").

          NOW, THEREFORE, the Funding Bank, the Adminis
trating Bank, the Participating Banks and the Company hereby
agree as follows:

          SECTION 1.  Definitions.  (a)  Capitalized terms
used herein and not otherwise defined herein shall have the
respective meanings assigned thereto in Appendix A hereto.
The following terms, as used herein, have the following
respective meanings (such meanings to be applicable to both
the singular and plural forms of the terms defined):

          "ABR", when used in reference to any drawing under
a Letter of Credit or any Advance or Borrowing, refers to
whether such drawing, Advance, or the Advances comprising
such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.

          "ABR Advance" means an Advance in respect of which
the Company has selected in accordance with Section 2(e)(i)
hereof, or this Agreement otherwise provides for, interest
to be computed on the basis of the Alternate Base Rate.

          "Adjusted LIBO Rate" means, with respect to any
Eurodollar Rate Advance for any Interest Period, an interest
rate per annum (rounded upwards, if necessary, to the next
1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

          "Administrating Bank" has the meaning set forth in
the preamble hereto.

          "Advance" means any DLE Initial Advance, DLE Term
Advance, EOL Initial Advance or EOL Term Advance, and
"Advances" means DLE Initial Advances, DLE Term Advances,
EOL Initial Advances and EOL Term Advances collectively.

          "Aggregate Maximum Credit Amount" means
$183,665,846.

          "Agreement" means this Amended and Restated
Reimbursement Agreement, as the same may from time to time
be amended, supplemented or modified.

          "Alternate Base Rate" means, for any day, a rate
per annum (rounded upwards, if necessary, to the next 1/16
of 1%) equal to the greatest of (a) the Prime Rate in effect
on such day, (b) the Base CD Rate in effect on such day plus
1% and (c) the Federal Funds Effective Rate in effect on
such day plus 1/2 of 1%.  For purposes hereof, "Prime Rate"
shall mean the rate of interest per annum publicly announced
from time to time by the Administrating Bank as its prime
rate in effect at its principal office in New York City;
each change in the Prime Rate shall be effective on the date
such change is announced.  For purposes hereof, "Base CD
Rate" shall mean the sum of (a) the product of (i) the Three-
Month Secondary CD Rate and (ii) Statutory Reserve Rate and
(b) the Assessment Rate.  "Three-Month Secondary CD Rate"
shall mean, for any day, the secondary market rate for three-
month certificates of deposit reported as being in effect on
such day (or, if such day shall not be a Business Day, the
next preceding Business Day) by the Board through the public
information telephone line of the Federal Reserve Bank of
New York (which rate will, under the current practices of
the Board, be published in Federal Reserve Statistical
Release H.15(519) during the week following such day), or,
if such rate shall not be so reported on such day or such
next preceding Business Day, the average of the secondary
market quotations for three-month certificates of deposit of
major money center banks in New York City received at
approximately 10:00 a.m., New York City time, on such day
(or, if such day shall not be a Business Day, on the next
preceding Business Day) by the Administrating Bank from
three New York City negotiable certificate of deposit
dealers of recognized standing selected by it.  "Federal
Funds Effective Rate" shall mean, for any day, the weighted
average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by
Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Busi
ness Day, the average of the quotations for the day of such
transactions received by the Administrating Bank from three
Federal funds brokers of recognized standing selected by it.
If for any reason the Administrating Bank shall have deter
mined (which determination shall be conclusive absent
manifest error) that it is unable to ascertain the Base CD
Rate or the Federal Funds Effective Rate, or both, for any
reason, including the inability or failure of the Adminis
trating Bank to obtain sufficient quotations in accordance
with the terms thereof, the Alternate Base Rate shall be
determined without regard to clause (b) or (c), or both, of
the first sentence of this definition, as appropriate, until
the circumstances giving rise to such inability no longer
exist.  Any change in the Alternate Base Rate due to a
change in the Prime Rate, the Three-Month Secondary CD Rate
or the Federal Funds Effective Rate shall be effective on
the effective date of such change in the Prime Rate, the
Three-Month Secondary CD Rate or the Federal Funds Effective
Rate, respectively.

          "Applicable Rate" means, for any day, (a) with
respect to any drawing under a Letter of Credit that bears
interest at a rate determined by reference to the Adjusted
LIBO Rate or any Eurodollar Rate Advance subsequently made
by the Participating Banks in order to reimburse such
drawing (including any Advances resulting from the
subsequent Conversion of such Eurodollar Rate Advance),
(i) for the period commencing on the date of such drawing
(the "Draw Date") to and including the 60th day following
the Draw Date, a rate per annum equal to the Adjusted LIBO
Rate for the Interest Period in effect plus the Eurodollar
Spread set forth below under the caption "Eurodollar
Spread", based upon the ratings by Moody's & S&P,
respectively, applicable on such date to the Index Debt,
(ii) for the period following the 60th day following the
Draw Date to and including the 180th day following the Draw
Date, the Adjusted LIBO Rate in effect for such Interest
Period plus the Eurodollar Spread set forth below under the
caption "Eurodollar Spread", based upon the ratings by
Moody's and S&P, respectively, applicable on such date to
the Index Debt plus 0.25% per annum and (iii) for the period
following the 180th day following the Draw Date until the
date that such Advance is due and payable, the Adjusted LIBO
Rate in effect for such Interest Period plus the Eurodollar
Spread set forth below under the caption "Eurodollar
Spread", based upon the ratings by Moody's and S&P,
respectively, applicable on such date to the Index Debt plus
1% per annum; and (b) with respect to the Participation Fees
payable hereunder, the rate per annum set forth below under
the caption "Participation Fee Rate", based upon the ratings
by Moody's and S&P, respectively, applicable on such date to
the Index Debt:

                            Eurodollar   Participation Fee
   Index Debt Rateings:       Spread         Rate
   Category 1                  
     A2/A or higher           .2850%       .2850%
   Category 2                  
     A3/A-                    .3250%       .3250%
   Category 3                  
     Baa1/BBB+                .3750%       .3750%
   Category 4                  
     Baa2/BBB                 .4500%       .4500%
   Category 5                  
     Baa3/BBB-                .5500%       .5500%
   Category 6                  
     Ba1/BB+                  .7000%       .7000%
   Category 7                  
     Ba2/BB or lower         1.250%       1.250%

          For purposes of the foregoing, (i) if either
Moody's or S&P shall not have in effect a rating for the
Index Debt (other than by reason of the circumstances
referred to in the last sentence of this definition), then
such rating agency shall be deemed to have established a
rating in Category 7; (ii) if the ratings established or
deemed to have been established by Moody's and S&P for the
Index Debt shall fall within different Categories, the
Applicable Rate shall be based on the lower of the two
ratings; and (iii) if the ratings established or deemed to
have been established by Moody's and S&P for the Index Debt
shall be changed (other than as a result of a change in the
rating system of Moody's or S&P), such change shall be
effective as of the date on which it is first announced by
the applicable rating agency.  Each change in the Applicable
Rate shall apply during the period commencing on the
effective date of such change and ending on the date
immediately preceding the effective date of the next such
change.  If the rating system of Moody's or S&P shall
change, or if either such rating agency shall cease to be in
the business of rating corporate debt obligations, the
Company and the Banks shall negotiate in good faith to amend
this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and,
pending the effectiveness of any such amendment, the
Applicable Rate shall be determined by reference to the
rating most recently in effect prior to such change or
cessation.

          "Assessment Rate" means for any date the annual
rate (rounded upwards, if necessary, to the next 1/100 of
1%) most recently estimated by the Administrating Bank as
the then current net annual assessment rate that will be
employed in determining amounts payable by the
Administrating Bank to the Federal Deposit Insurance
Corporation (or any successor) for insurance by such
Corporation (or such successor) of time deposits made in
dollars at the Administrating Bank's domestic offices.

          "Availability Agreement" means the Availability
Agreement, dated as of June 21, 1974, among the Company and
the Operating Companies, as amended heretofore and as
amended from time to time.

          "Availability Agreement Assignment" means the
Thirty-Second Assignment of Availability Agreement, Consent
and Agreement dated as of December 27, 1996, among the
Company, EAI, ELI, EMI, ENOI, and the Administrating Bank,
substantially in the form of Exhibit I, and as amended from
time to time in accordance with the terms of this Agreement.

          "Bank" means the Funding Bank or any Participating
Bank.

          "Board" means the Board of Governors of the
Federal Reserve System of the United States.

          "Borrowing" means a borrowing consisting of
Advances of the same Type and Interest Period made on the
same date by the Participating Banks, ratably in accordance
with their respective Participation Percentages.  A
Borrowing may be referred to herein as being a "Type" of
Borrowing, corresponding to the Type of Advances comprising
such Borrowing.  For purposes of this Agreement, all
Advances made as, or Converted to, the same Type and
Interest Period on the same day shall be deemed a single
Borrowing until repaid or next Converted.

          "Business Day" means any day except a Saturday,
Sunday or other day on which commercial banks in New York,
New York, or Los Angeles, California, are authorized or
required by law to close.

          "Capital Funds Agreement" means the Capital Funds
Agreement dated as of June 21, 1974 between the Company and
Middle South Utilities, Inc. (the predecessor of Entergy),
as amended and supplemented heretofore and from time to
time.

          "Closing Date" means December 27, 1996.

          "Code" means the United States Internal Revenue
Code of 1986, as amended, and the applicable regulations
thereunder, as the same may be amended from time to time.

          "Collateral Agreements" means the Supplementary
Capital Funds Agreement, the Availability Agreement, and the
Availability Agreement Assignment.

          "Company" has the meaning set forth in the pre
amble hereto.

          "Consolidated Capitalization" means at any time
the Consolidated Equity and all Long-Term Debt of the
Company and its Subsidiaries.

          "Consolidated Common Equity" means at any time the
consolidated common stockholders' equity of the Company and
its Subsidiaries, but does not include goodwill.

          "Consolidated Equity" means at any time the
consolidated common stockholders' equity, preference and
preferred stock of the Company and its Subsidiaries, but
does not include goodwill.

          "Conversion", "Convert" or "Converted" each refers
to a conversion of Advances pursuant to Section 2(f) hereof,
including but not limited to any selection of a longer or
shorter Interest Period to be applicable to such Advances or
any conversion of an Advance as described in
Section 2(f)(iv) hereof.

          "Date of Drawing" with respect to a Letter of
Credit has the meaning set forth in such Letter of Credit.

          "Date of Early Termination" with respect to a
Letter of Credit has the meaning set forth in such Letter of
Credit.

          "Date of Issuance" with respect to the Letters of
Credit means the date on which the Letters of Credit are
issued upon request of the Company pursuant to Section 7(a)
hereof.

          "Deemed Loss Event" has the meaning assigned to
that term in Appendix A to the Participation Agreements.

          "Disclosure Documents" means the following
documents, all of which have been furnished to the Banks
prior to the Closing Date:  (i) the Annual Report on Form 10-
K with respect to the Company for the year ended
December 31, 1995; (ii) the Quarterly Report on Form 10-Q
with respect to the Company for the quarter ended
September 30, 1996; (iii) the Annual Report on Form 10-K
with respect to Entergy and certain of its subsidiaries for
the year ended December 31, 1995; (iv) the Quarterly Report
on Form 10-Q with respect to Entergy and certain of its
subsidiaries for the quarter ended September 30, 1996; and
(v) the Current Reports on Form 8-K with respect to Entergy
dated October 11, 1996, and with respect to Entergy and EAI
dated October 24, 1996 and with respect to Entergy and
Entergy Gulf States, Inc. dated November 27, 1996.

          "DLE Initial Advance" has the meaning assigned to
that term in Section 2(c)(iii) hereof, and refers to an ABR
Advance or a Eurodollar Rate Advance (each of which shall be
a "Type" of DLE Initial Advance).  The Type of a DLE Initial
Advance may change from time to time when such DLE Initial
Advance is Converted.  For purposes of this Agreement, all
DLE Initial Advances of a Participating Bank (or portions
thereof) made as, or Converted to, the same Type and
Interest Period on the same day shall be deemed a single DLE
Initial Advance by such Participating Bank until repaid or
next Converted.

          "DLE Initial Advance Repayment Date" has the
meaning assigned to that term in Section 2(b)(iii) hereof.

          "DLE Term Advance" has the meaning assigned to
that term in Section 2(c)(iv) hereof, and refers to an ABR
Advance or a Eurodollar Rate Advance (each of which shall be
a "Type" of DLE Term Advance).  The Type of a DLE Term
Advance may change from time to time when such DLE Term
Advance is Converted.  For purposes of this Agreement, all
DLE Term Advances of a Participating Bank (or portions
thereof) made as, or Converted to, the same Type and
Interest Period on the same day shall be deemed a single DLE
Term Advance by such Participating Bank until repaid or next
Converted.

          "Documentation Agent" has the meaning set forth in
the preamble hereto.

          "EAI" means Entergy Arkansas, Inc., an Arkansas
public utility.

          "ELI" means Entergy Louisiana, Inc., a Louisiana
public utility.

          "EMI" means Entergy Mississippi, Inc., a
Mississippi public utility.

          "ENOI" means Entergy New Orleans, Inc., a
Louisiana public utility.

          "Entergy" means Entergy Corporation, a Delaware
corporation, formerly Middle South Utilities, Inc., and the
holder of all shares of the common stock of the Company as
of the date hereof.

          "EOL Initial Advance" has the meaning assigned to
that term in Section 2(c)(i) hereof, and refers to an ABR
Advance or a Eurodollar Rate Advance (each of which shall be
a "Type" of EOL Initial Advance).  The Type of a EOL Initial
Advance may change from time to time when such EOL Initial
Advance is Converted.  For purposes of this Agreement, all
EOL Initial Advances of a Participating Bank (or portions
thereof) made as, or Converted to, the same Type and
Interest Period on the same day shall be deemed a single EOL
Initial Advance by such Participating Bank until repaid or
next Converted.

          "EOL Initial Advance Repayment Date" has the
meaning assigned to that term in Section 2(b)(ii) hereof.

          "EOL Term Advance" has the meaning assigned to
that term in Section 2(c)(ii) hereof, and refers to an ABR
Advance or a Eurodollar Rate Advance (each of which shall be
a "Type" of EOL Term Advance).  The Type of an EOL Term
Advance may change from time to time when such EOL Term
Advance is Converted.  For purposes of this Agreement, all
EOL Term Advances of a Participating Bank (or portions
thereof) made as, or Converted to, the same Type and
Interest Period on the same day shall be deemed a single EOL
Term Advance by such Participating Bank until repaid or next
Converted.

          "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended from time to time.

          "ERISA Affiliate" means any trade or business
(whether or not incorporated) that is a member of a group of
which the Company is a member and which is treated as a
single employer under Section 414 of the Code.

          "Eurodollar", when used in reference to any
Advance or Borrowing, refers to whether such Borrowing, or
the Advances comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.

          "Eurodollar Rate Advance" means an Advance in
respect of which the Company has selected in accordance with
Section 2(e)(iii) hereof interest to be computed on the
basis of the Adjusted LIBO Rate.

          "Event of Default" means, unless otherwise
specified, an event defined as an Event of Default under the
Facility Leases.

          "Event of Loss" has the meaning assigned to that
term in Appendix A to the Participation Agreements.

          "Excepted Encumbrances" shall mean, as of any
particular time, any of the following:

          (a) liens for taxes, assessments or governmental
     charges not then delinquent and liens for workmen's
     compensation awards and similar obligations not then
     delinquent and undetermined liens or charges incidental
     to construction, and liens for taxes, assessments or
     governmental charges then delinquent but the validity
     of which is being contested at the time by the Company
     in good faith and as to which adequate reserves shall
     have been set aside on the books of the Company;

          (b) any liens securing indebtedness, neither
     assumed nor guaranteed by the Company nor on which it
     customarily pays interest, existing upon real estate or
     rights in or relating to real estate acquired by the
     Company for substation, transmission line, transporta
     tion line, distribution line or right of way purposes;

          (c) rights reserved to or vested in any govern
     mental authority by the terms of any right, power,
     franchise, grant, license or permit, or by any provi
     sion of law, to terminate such right, power, franchise,
     grant, license or permit or to purchase or recapture or
     to designate a purchaser of any of the property of the
     Company;

          (d) rights currently reserved to or vested in
     others to take or receive any part of the power, gas,
     oil or other minerals or timber generated, developed,
     manufactured or produced by, or grown on, or acquired
     with, any property of the Company;

          (e) easement, restrictions, exceptions or
     reservations in any property and/or rights of way of
     the Company for the purpose or roads, pipelines,
     substations, transmission lines, transportation lines,
     distribution lines, removal of coal or other minerals
     or timber, and other like purposes, or for the joint or
     common use of real property, rights of way, facilities
     and/or equipment, and defects, irregularities and
     deficiencies in titles of any property and/or rights of
     way, which do not materially impair in the aggregate
     the use of such property and/or rights of way for the
     purposes for which such property and/or rights of way
     are held by the Company;

          (f) rights reserved to or vested in any govern
     mental authority to use, control or regulate any
     property of the Company;

          (g) any obligations or duties, affecting the
     property of the Company, to any governmental authority
     with respect to any franchise, grant, license or
     permit; and

          (h) any controls, liens, restrictions, regula
     tions, easements, exceptions or reservations of any
     governmental authority applying particularly to nuclear
     fuel.

          "Facility Leases" has the meaning set forth in the
preamble hereto.

          "Fed Funds Rate" has the meaning set forth in
Section 5(a) hereof.

          "Financing Documents" means, unless otherwise
specified, the Collateral Trust Indenture and the Under
writing Agreement.

          "First Mortgage Bonds" means first mortgage bonds
at any time issued by the Company under the Mortgage.

          "Fixed Charge Ratio" has the meaning set forth in
Section 12(g) hereof.

          "Funding Bank" has the meaning set forth in the
preamble hereto.

          "Grand Gulf" means the Grand Gulf Nuclear Station
located in Claiborne County, including Unit 1.

          "Indebtedness" of any Person means at any date,
without duplication, the following items to the extent
required under generally accepted accounting principles to
be disclosed in such Person's financial statements (includ
ing the notes thereto):  (i) all obligations of such Person
for borrowed money, or with respect to deposits or advances
of any kind; (ii) all obligations of such Person evidenced
by bonds, debentures, notes or similar instruments;
(iii) all obligations of such Person upon which interest
charges are customarily paid; (iv) all obligations under
leases which shall have been or should be, in accordance
with generally accepted accounting principles, recorded as
capital leases in respect of which such Person is liable as
lessee; (v) all obligations under the Facility Leases
(regardless of treatment in the financial statements or
notes thereto); (vi) all obligations with respect to any
sale and leaseback transaction permitted under
Section 12(a)(v) hereof (regardless of treatment in the
financial statements or notes thereto); (vii) liabilities in
respect of unfunded vested benefits under Plans,
(viii) Withdrawal Liability incurred under ERISA by such
Person or any of its affiliates to any Multiemployer Plan,
(ix) reimbursement obligations of such Person (whether
contingent or otherwise) in respect of letters of credit,
bankers acceptances, surety or other bonds and similar
instruments, (x) the book value of any asset of such Person
upon which a Lien is imposed for the purpose of securing
Indebtedness of others; and (xi) obligations of such Person
under direct or indirect guaranties in respect of, and
obligations (contingent or otherwise) to purchase or
otherwise acquire, or otherwise to assure a creditor against
loss in respect of, indebtedness or obligations of others of
the kinds referred to above; provided, however, that the
liabilities in Sections (vii) and (viii) above will only be
counted as "Indebtedness" to the extent that they are
required to be capitalized on the balance sheet of such
Person under generally accepted accounting principles.

          "Indenture Event of Default" has the meaning
assigned to that term in Appendix A to the Participation
Agreements.

          "Index Debt" means senior, secured, long-term
indebtedness for borrowed money of the Company that is not
guaranteed by any other Person or subject to any other
credit enhancement.

          "Interest Expense" has the meaning set forth in
Section 12(g) hereof.

          "Interest Period" means with respect to any
Eurodollar Rate Advance, the period commencing on the date
of such Advance and ending on the numerically corresponding
day in the calendar month that is one, two, three or
six months  thereafter, as the Company may elect, provided,
that (i) if any Interest Period would end on a day other
than a Business Day, such Interest Period shall be extended
to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) any Interest Period
that commences on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding
day in the last calendar month of such Interest Period)
shall end on the last Business Day of the last calendar
month of such Interest Period.  For purposes hereof, the
date of a Eurodollar Rate Advance initially shall be the
date on which such Advance is made and, in the case of an
Advance that has been Converted, thereafter shall be the
effective date of the most recent Conversion or continuation
of such Advance.

          "Letter of Credit" has the meaning set forth in
the preamble hereto.

          "LIBO Rate" means, with respect to any Eurodollar
Rate Advance for any Interest Period, the rate appearing on
Page 3750 of the Telerate Service (or on any successor or
substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such
Service, as determined by the Administrating Bank from time
to time for purposes of providing quotations of interest
rates applicable to dollar deposits in the London interbank
market) at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity
comparable to such Interest Period.  In the event that such
rate is not available at such time for any reason, then the
"LIBO Rate" with respect to such Eurodollar Rate Advance for
such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office
of the Administrating Bank in immediately available funds in
the London interbank market at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of
such Interest Period.

          "Lien" means, with respect to any asset, any
mortgage, lien, pledge, charge, security interest or encum
brance of any kind in respect of such asset.  For the
purposes of this Agreement, a Person or any of its Subsidi
aries shall be deemed to own subject to a Lien any asset
which it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to
such asset.

          "Long-Term Debt" means all Indebtedness which is
not otherwise included in the definition herein of Short-
Term Debt.

          "Maximum Available Credit Amount" with respect to
any Letter of Credit means, at any date, the then Maximum
Available Credit Amount, as defined in such Letter of
Credit.

          "Maximum Credit Amount" with respect to any Letter
of Credit means, at any date, the then Maximum Credit
Amount, as defined in such Letter of Credit.

          "Maximum Drawing Amount" with respect to a Letter
of Credit means, at any date, the then Maximum Drawing
Amount, as defined in such Letter of Credit.

          "Moody's" means Moody's Investors Service, Inc.

          "Mortgage" means the Mortgage and Deed of Trust,
dated as of June 15, 1977, to United States Trust Company of
New York and Gerard P. Ganey (successor to Malcolm J. Hood),
as amended and supplemented from time to time.

          "Multiemployer Plan" means a multiemployer plan as
defined in Section 4001(a)(3) of ERISA to which the Company
or any ERISA Affiliate (other than one considered an ERISA
Affiliate only pursuant to subsection (m) or (o) of Code
Section 414) is making or accruing an obligation to make
contributions, or has within any of the preceding five plan
years made or accrued an obligation to make contributions.

          "Notice of Drawing" means a notice substantially
in the form of Exhibit B hereto.

          "Obligations" means, with regard to any Person at
any date, without duplication, (i) all obligations of such
Person for borrowed money, (ii) all obligations of such
Person with respect to deposits or advances of any kind, or
for the deferred purchase price of property or services,
(iii) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (iv) all obliga
tions of such Person upon which interest charges are cus
tomarily paid, (v) all obligations under leases relating to
any sale and leaseback transaction permitted under
Section 12(a)(v) hereof, (vi) all obligations under leases
which shall have been or should be, in accordance with
generally accepted accounting principles, recorded as
capital leases in respect of which such Person is liable as
lessee, (vii) reimbursement obligations of such Person in
respect of letters of credit, bankers acceptances, surety or
other bonds and similar instruments, and (viii) obligations
of such Person under direct or indirect guaranties in
respect of, and obligations to purchase or otherwise
acquire, or otherwise to assure a creditor against loss in
respect of, indebtedness or obligations of others of the
kinds referred to above; provided, however, that obligations
under (ii), (vii), or (viii) above shall not be included in
this definition to the extent that such obligations are
being contested by such Person in good faith and in an
appropriate manner.

          "Operating Companies" means EAI, ELI, EMI and
ENOI, each being an "Operating Company".

          "Owner Participant" means RCMC Del., Inc.,
assignee in interest of Resources Capital Management
Corporation, assignee in interest of Public Service
Resources Corporation and/or Textron Financial Corporation,
assignee in interest of Lease Management Realty Corporation
IV, as the case may be, and their respective permitted
successors and assigns.

          "Owner Trustee" has the meaning set forth in the
preamble hereto.

          "Participant" has the meaning set forth in Sec
tion 23(a) hereof.

          "Participating Banks" means the banks whose names
are listed on the signature pages hereof under the heading
"Participating Banks", each being a "Participating Bank".

          "Participation Agreements" has the meaning set
forth in the preamble hereto.

          "Participation Percentage" with respect to a
Participating Bank means the percentage set forth opposite
such Participating Bank's name in Schedule 1 hereto.

          "Participation Transfer Date" has the meaning set
forth in Section 5(c) hereof.

          "Participation Transfer Period" has the meaning
set forth in Section 5(c) hereof.

          "PBGC" means the Pension Benefit Guaranty Corpo
ration referred to and defined in ERISA, and any entity
succeeding to any or all of its functions under ERISA.

          "Person" means an individual, a corporation, a
partnership, an association, a trust or any other entity or
organization, including a government or political subdivi
sion or an agency or instrumentality thereof.

          "Plan" shall mean any pension plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of
ERISA or Section 412 of the Code and which is maintained for
employees of the Company or any ERISA Affiliate.

          "Prepayment Event" has the meaning set forth in
Section 13 hereof.

          "Regulation D" means Regulation D of the Board as
from time to time in effect and all official rulings and
interpretations thereunder or thereof.

          "Reimbursement Default" means any event or condi
tion which constitutes a Reimbursement Event of Default or
which with the giving of notice or the lapse of time or both
would, unless cured or waived, become a Reimbursement Event
of Default.

          "Reimbursement Event of Default" has the meaning
set forth in Section 13 hereof.

          "Reportable Event" means any reportable event as
defined in Section 4043(b) of ERISA or the regulations
issued thereunder with respect to a Plan (other than a Plan
maintained by an ERISA Affiliate which is considered an
ERISA Affiliate only pursuant to subsection (m) or (o) of
Code Section 414).

          "Required Banks" means at any time Participating
Banks whose aggregate Participation Percentages are equal to
at least 66-2/3% at such time.

          "Short-Term Debt" means the principal amount of
Indebtedness which matures by its terms not more than
12 months after the date of the creation or incurrence
thereof, and which is not renewable or extendable at the
option of such Person for a period of more than 12 months
from the date of the creation or incurrence thereof.

          "Significant Operating Company" means an Operating
Company whose entitlement percentage under UPSA exceeds 20%.

          "Significant Operating Group" means any two or
more Operating Companies whose entitlement percentage under
UPSA exceeds 20% in the aggregate.

          "S&P" shall mean Standard & Poor's Ratings Group.

          "Stated Expiration Date" means January 15, 2000.

          "Statutory Reserve Rate" means a fraction
(expressed as a decimal), the numerator of which is the
number one and the denominator of which is the number one
minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by the Board to
which the Administrating Bank is subject (a) with respect to
the Base CD Rate, for new negotiable nonpersonal time
deposits in dollars of over $100,000 with maturities
approximately equal to three months and (b) with respect to
the Adjusted LIBO Rate, for eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D).
Such reserve percentages shall include those imposed
pursuant to Regulation D.  Drawings under a Letter of Credit
that bear interest at a rate determined by reference to the
Adjusted LIBO Rate and Eurodollar Rate Advances shall be
deemed to constitute eurocurrency funding and to be subject
to such reserve requirements without benefit of or credit
for proration, exemptions or offsets that may be available
from time to time to any Bank under Regulation D or any
comparable regulation.  The Statutory Reserve Rate shall be
adjusted automatically on and as of the effective date of
any change in any reserve percentage.

          "Subsidiary" means with respect to any Person
(herein referred to as the "parent"), any corporation,
association or other business entity (a) of which securities
or other ownership interests representing more than 50% of
the ordinary voting power are, at the time any determination
is being made, owned, controlled or held or (b) which is, at
the time any determination is made, otherwise controlled (by
contract or agreement or otherwise) by the parent or one or
more subsidiaries of the parent or by the parent and one or
more subsidiaries of the parent.

          "Supplementary Capital Funds Agreement" means the
Thirty-Second Supplementary Capital Funds Agreement and
Assignment dated as of December 27, 1996, between the
Company, Entergy and the Administrating Bank, substantially
in the form of Exhibit H hereto and as amended from time to
time in accordance with the terms of this Agreement.

          "Tax" and "Taxes" have the meanings set forth in
Section 4(e) hereof.

          "Termination Date" with respect to any Letter of
Credit means the earliest of (A) 10:00 a.m. (New York time)
on the Date of Early Termination (as defined in such Letter
of Credit) applicable to such Letter of Credit,
(B) 5:00 p.m. (New York time) on the date on which the Owner
Participant to which such Letter of Credit is issued
surrenders such Letter of Credit for cancellation to the
Funding Bank as provided therein, (C) 5:00 p.m. (New York
time) on the date on which the Funding Bank pays a Final
Draw (as defined in such Letter of Credit) and (D) either
(I) if a draft and certificate, all in strict conformity
with the terms and conditions of such Letter of Credit, are
presented after 10:00 a.m. (New York time) but prior to
5:00 p.m. (New York time) on the Stated Expiration Date,
5:00 p.m. (New York time) on the Business Day following the
Stated Expiration Date, or otherwise (II) 5:00 p.m. (New
York time) on the Stated Expiration Date.

          "Termination Event" means (i) a Reportable Event
or (ii) the withdrawal of the Company or an ERISA Affiliate
from a Plan during a plan year in which it was a "substan
tial employer" as defined in Section 4001(a)(2) of ERISA, or
(iii) the filing of a notice of intent to terminate a Plan
or the treatment of a Plan amendment as a termination under
Section 4041 of ERISA, or (iv) the institution of proceed
ings to terminate a Plan by the PBGC, or (v) any other event
or condition which is reasonably expected to constitute
grounds for the imposition of a lien in favor of a Plan for
the termination of, or the appointment of a trustee to
administer, a Plan under Section 4042 of ERISA.

          "Transaction Documents" means the Participation
Agreements, the Indentures, the Notes, the Facility Leases,
and the Letters of Credit.

          "Transferred Amount" has the meaning set forth in
Section 5(c) hereof.

          "Type" has the meaning assigned to such term in
the definitions of "DLE Initial Advance", "DLE Term
Advance", "EOL Initial Advance", "EOL Term Advance" and
"Borrowing" herein.

          "Unit 1" has the meaning specified in the preamble
hereto.

          "UPSA" means the Unit Power Sales Agreement, dated
as of June 10, 1982, among the Company and the Operating
Companies, as amended heretofore and as amended from time to
time.

          "Withdrawal Liability" means liability to a
Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.

          (b)  The definitions in Section 1 shall apply
equally to both the singular and plural forms of the terms
defined.  Unless otherwise specified herein, all accounting
terms used herein shall be interpreted in accordance with
generally accepted accounting principles, and all accounting
determinations with respect to any Person required to be
made hereunder shall be made, and all financial statements
of any Person required to be delivered hereunder shall be
prepared, in accordance with generally accepted accounting
principles as in effect from time to time, applied on a
basis consistent (except for changes concurred in by such
Person's independent public accountants) with the most
recent audited consolidated financial statements of such
Person and its Subsidiaries delivered to the Banks.

          SECTION 2.  Reimbursement and Advances.

          (a)  Reimbursement on Demand.  Subject to the
provisions of subsections (b), (c) and (e), below, the
Company hereby agrees to pay (whether with the proceeds of
Advances made pursuant to subsection (c), below, or
otherwise) to the Funding Bank on demand (i) on and after
each date on which the Funding Bank shall pay any amount
under a Letter of Credit pursuant to any draft, but only
after so paid by the Funding Bank, a sum equal to such
amount so paid (which sum shall constitute a demand loan
from the Funding Bank to the Company from the date of such
payment by the Funding Bank until so paid by the Company),
plus (ii) if the Company does not pay the Funding Bank such
sum in full by 1:00 p.m., New York City time, on the same
Business Day on which the Funding Bank shall have made such
payment, interest on any amount remaining unpaid by the
Company to the Funding Bank under clause (i) above, from the
date on which the Funding Bank shall have paid such amount
under such Letter of Credit until payment in full, at an
interest rate per annum equal to the Alternate Base Rate in
effect from time to time.

          (b)  Reimbursement Upon the Occurrence of Certain
Events.  The Company shall reimburse the Funding Bank for
each payment made by the Funding Bank under a Letter of
Credit in accordance with the following paragraphs (i), (ii)
and (iii):

          (i)  Reimbursement Defaults.  If, on the date of
     any payment by the Funding Bank of a drawing under a
     Letter of Credit, either an Event of Default or a
     Reimbursement Default has occurred and is continuing,
     the Company shall pay to the Funding Bank not later
     than 1:00 p.m., New York City time, on or prior to the
     fifth day following the Business Day on which the
     Funding Bank shall make such payment a sum equal to the
     amount so paid under such Letter of Credit, together
     with all accrued interest thereon at a rate per annum
     equal to the Alternate Base Rate in effect from time to
     time.

          (ii)  Events of Loss.  Subject to paragraph (i)
     above, if, on the date of any payment by the Funding
     Bank of a drawing under a Letter of Credit, an Event of
     Loss has occurred and is continuing, the Company shall
     pay to the Funding Bank (whether with the proceeds of
     Advances made pursuant to subsection (c)(ii), below, or
     otherwise) not later than 1:00 p.m., New York City
     time, on or prior to the earlier of (x) the Stated
     Expiration Date and (y) the 35th day following the
     Business Day on which the Funding Bank shall make such
     payment (the "EOL Initial Advance Repayment Date") a
     sum equal to the amount so paid under such Letter of
     Credit, together with all accrued interest thereon
     pursuant to subsection (e) below.

          (iii)  Deemed Loss Events and Other Circumstances.
     Subject to paragraphs (i) and (ii) above, if, on the
     date of any payment by the Funding Bank of a drawing
     under a Letter of Credit, (A) a Deemed Loss Event has
     occurred and is continuing or (B) any other event or
     circumstance (other than a Reimbursement Default, an
     Event of Default or an Event of Loss) giving rise to
     such drawing has occurred, the Company shall reimburse
     the Funding Bank (whether with the proceeds of Advances
     made pursuant to subsection (c)(iv) below or otherwise)
     not later than 1:00 p.m., New York City time, on or
     prior to the earlier of (x) the Stated Expiration Date
     and (y) the 90th day following the Business Day on
     which the Funding Bank shall make such payment (the
     "DLE Initial Advance Repayment Date") a sum equal to
     the amount so paid under such Letter of Credit,
     together with all accrued interest thereon pursuant to
     subsection (e) below.

          (c)  Advances.  Each Participating Bank agrees to
make Advances for the account of the Company from time to
time upon the terms and subject to the conditions set forth
below:

          (i)  EOL Initial Advances.  If the Funding Bank
     shall make any payment under a Letter of Credit under
     the circumstances set forth in subsection (b)(ii) above
     (such payment referred to herein as an "EOL Payment"),
     then each Participating Bank shall be obligated to
     make, and each Participating Bank's payment made to the
     Funding Bank pursuant to Section 5 hereof in respect of
     such EOL Payment shall be deemed to constitute, an
     advance made for the account of the Company by such
     Participating Bank on the date of such payment (each
     such advance being an "EOL Initial Advance" made by
     such Participating Bank and, collectively, the "EOL
     Initial Advances").  Each such EOL Initial Advance
     shall be made as an ABR Advance, shall bear interest at
     the Alternate Base Rate and shall be entitled to be
     Converted in accordance with subsection (f) below.  The
     Company shall repay the unpaid principal amount of each
     EOL Initial Advance in accordance with
     subsection (h)(i), below.  The Company may repay the
     principal amount of any EOL Initial Advance with (and
     to the extent of) the proceeds of an EOL Term Advance
     made pursuant to paragraph (ii) below, and may prepay
     EOL Initial Advances in accordance with subsection (i)
     below.

          (ii)  EOL Term Advances.  If the Funding Bank
     shall make any EOL Payment, then, subject to the
     satisfaction of the conditions precedent set forth in
     Section 7(f) hereof on and as of the EOL Initial
     Advance Repayment Date, each Participating Bank agrees
     to make one or more advances for the account of the
     Company (each such advance being an "EOL Term Advance"
     made by such Participating Bank and, collectively, the
     "EOL Term Advances") on the EOL Initial Advance
     Repayment Date in an aggregate principal amount equal
     to the amount of such Participating Bank's EOL Initial
     Advances maturing on such EOL Initial Advance Repayment
     Date.  All EOL Term Advances comprising a single
     Borrowing shall be made upon written notice given by
     the Company to the Administrating Bank not later than
     10:00 a.m. (New York time) (A) in the case of a
     Borrowing comprised of ABR Advances, on the Business
     Day of such proposed Borrowing and (B) in the case of a
     Borrowing comprised of Eurodollar Rate Advances, three
     Business Days prior to the date of such proposed
     Borrowing.  The Administrating Bank shall notify each
     Participating Bank of the contents of such notice
     promptly after receipt thereof.  Each such notice shall
     specify therein the following information:  (1) the
     date on which such Borrowing is to be made (which date
     shall be the EOL Initial Advance Repayment Date),
     (2) the principal amount of EOL Term Advances
     comprising such Borrowing, (3) the Type of Borrowing
     and (4) the duration of the initial Interest Period, if
     applicable, proposed to apply to the EOL Term Advances
     comprising such Borrowing.  The proceeds of each
     Participating Bank's EOL Term Advances shall be applied
     solely to the repayment of the EOL Initial Advances
     made by such Participating Bank and shall in no event
     be made available to the Company.  The Company shall
     repay the unpaid principal amount of each EOL Term
     Advance in accordance with subsection (h)(ii) below,
     and may prepay EOL Term Advances in accordance with
     subsection (i) below.

          (iii)  DLE Initial Advances.  If the Funding Bank
     shall make any payment under a Letter of Credit under
     the circumstances set forth in subsection (b)(iii)
     above (such payment referred to herein as a "DLE
     Payment"), then each Participating Bank shall be
     obligated to make, and each Participating Bank's
     payment made to the Funding Bank pursuant to Section 5
     hereof in respect of such DLE Payment shall be deemed
     to constitute, an advance made for the account of the
     Company by such Participating Bank on the date of such
     payment (each such advance being a "DLE Initial
     Advance" made by such Participating Bank and,
     collectively, the "DLE Initial Advances").  Each such
     DLE Initial Advance shall be made as an ABR Advance,
     shall bear interest at the Alternate Base Rate and
     shall be entitled to be Converted in accordance with
     subsection (f) below.  The Company shall repay the
     unpaid principal amount of each DLE Initial Advance in
     accordance with subsection (h)(iii) below.  The Company
     may repay the principal amount of any DLE Initial
     Advance with (and to the extent of) the proceeds of a
     DLE Term Advance made pursuant to paragraph (iv) below,
     and may prepay DLE Initial Advances in accordance with
     subsection (i) below.

          (iv)  DLE Term Advances.  If the Funding Bank
     shall make any DLE Payment, then, subject to the
     satisfaction of the conditions precedent set forth in
     Section 7(g) hereof on and as of the DLE Initial
     Advance Repayment Date, each Participating Bank agrees
     to make one or more advances for the account of the
     Company (each such advance being a "DLE Term Advance"
     made by such Participating Bank and, collectively, the
     "DLE Term Advances") on the DLE Initial Advance
     Repayment Date in an aggregate principal amount equal
     to the amount of such Participating Bank's DLE Initial
     Advances maturing on such DLE Initial Advance Repayment
     Date.  All DLE Term Advances comprising a single
     Borrowing shall be made upon written notice given by
     the Company to the Administrating Bank not later than
     10:00 a.m. (New York time) (A) in the case of a
     Borrowing comprised of ABR Advances, on the Business
     Day of such proposed Borrowing and (B) in the case of a
     Borrowing comprised of Eurodollar Rate Advances, three
     Business Days prior to the date of such proposed
     Borrowing.  The Administrating Bank shall notify each
     Participating Bank of the contents of such notice
     promptly after receipt thereof.  Each such notice shall
     specify therein the following information:  (1) the
     date on which such Borrowing is to be made (which date
     shall be the DLE Initial Advance Repayment Date),
     (2) the principal amount of DLE Term Advances
     comprising such Borrowing, (3) the Type of Borrowing
     and (4) the duration of the initial Interest Period, if
     applicable, proposed to apply to the DLE Term Advances
     comprising such Borrowing.  The proceeds of each
     Participating Bank's DLE Term Advances shall be applied
     solely to the repayment of the DLE Initial Advances
     made by such Participating Bank and shall in no event
     be made available to the Company.  The Company shall
     repay the unpaid principal amount of each DLE Term
     Advance in accordance with subsection (h)(iv) below,
     and may prepay DLE Term Advances in accordance with
     subsection (i) below.

          (d)  Application of Payments.  Any payment made by
the Company pursuant to subsection (a) or (b) above, of less
than all amounts owed to the Funding Bank pursuant thereto
shall be applied first to interest owed pursuant thereto and
second to the amount of the unreimbursed drawings under the
Letters of Credit; provided, however, that if, at the time
of any payment made by the Company pursuant to
subsection (a) or (b) above, there shall be amounts due from
the Company pursuant to subsection (a) or (b) above, with
respect to more than one Letter of Credit, such payment
shall be applied to all such Letters of Credit pro rata (in
the above-mentioned order of priority) in accordance with
the proportion that the aggregate amount due from the
Company pursuant to subsection (a) or (b) above with respect
to each such Letter of Credit bears to the aggregate amount
due from the Company pursuant to subsection (a) or (b) above
with respect to all such Letters of Credit.

          (e)  Interest on Advances.  The Company shall pay
interest on the unpaid principal amount of each Advance from
the date of such Advance until such principal amount is paid
in full at the applicable rate set forth below:

          (i)  Alternate Base Rate.  Except to the extent
     that the Company shall elect to pay interest on any
     Advance for any Interest Period pursuant to
     paragraph (iii) below, the Company shall pay interest
     on each Advance from the date thereof until the date
     such Advance is due, at an interest rate per annum
     equal to the Alternate Base Rate in effect from time to
     time.  The Company shall pay interest on each Advance
     bearing interest in accordance with this subsection
     monthly in arrears on the first Business Day of each
     calendar month, on the date of Conversion of any ABR
     Advance to a Eurodollar Rate Advance, including any
     such Advance made pursuant to subsection (b) above, and
     on the Stated Expiration Date or the earlier date for
     repayment of such Advance.

          (ii)  Interest Periods.  Subject to the other
     requirements of this subsection (e) and in the
     definition of "Interest Period" contained in Section 1
     hereof, the Company may from time to time elect to have
     the interest on all Advances comprising part of the
     same Borrowing determined and payable for a specified
     Interest Period in accordance with paragraph (iii)
     below.

          (iii)  Eurodollar Rate.  Subject to the
     requirements of this subsection (e) and subsection (f)
     below, the Company may from time to time elect to have
     any Advances comprising part of the same Borrowing
     Converted to Eurodollar Rate Advances.  The Interest
     Period applicable to (x) any EOL Initial Advance that
     has been so Converted shall be of one month's duration,
     (y) any DLE Initial Advance that has been so Converted
     shall be of one, two or three whole months' duration,
     as the Company shall select in its notice delivered to
     the Administrating Bank pursuant to subsection (f)
     below and (z) any DLE Term Advance or EOL Term Advance
     shall be of one, two, three or six whole months'
     duration, as the Company shall select in its notice
     delivered to the Administrating Bank pursuant to
     subsection (f) below.  If the Company shall have made
     such election, the Company shall pay interest on such
     Eurodollar Rate Advances at the Adjusted LIBO Rate, for
     the applicable Interest Period for such Eurodollar Rate
     Advances, plus the Applicable Rate, payable monthly in
     arrears on the first Business Day of each calendar
     month, on the date of Conversion of any Eurodollar Rate
     Advance, including any such Advance made pursuant to
     subsection (b) above, and on the Stated Expiration Date
     or the earlier date for repayment of such Advance.

          (iv)  Interest Rate Determinations.  The
     Administrating Bank shall give prompt notice to the
     Company and the Participating Banks of the Adjusted
     LIBO Rate determined from time to time by the
     Administrating Bank to be applicable to each Eurodollar
     Rate Advance.

          (f)  Conversion of Advances.  The Company may
elect to Convert one or more Advances of any Type to one or
more Advances of the same or any other Type on the following
terms and subject to the following conditions:

          (i)  Each Conversion shall be made as to all
     Advances comprising a single Borrowing upon irrevocable
     written notice given by the Company to the
     Administrating Bank not later than 10:00 a.m. (New York
     time) on the third Business Day prior to the date of
     the proposed Conversion.  The Administrating Bank shall
     notify each Participating Bank of the contents of such
     notice promptly after receipt thereof.  Each such
     notice shall specify therein the following
     information:  (A) the date of such proposed Conversion
     (which in the case of Eurodollar Rate Advances shall be
     the last day of the Interest Period then applicable to
     such Advances to be Converted), (B) the Type of, and
     Interest Period, if any, applicable to the Advances
     proposed to be Converted, (C) the aggregate principal
     amount of Advances proposed to be Converted, and
     (D) the Type of Advances to which such Advances are
     proposed to be Converted and the Interest Period, if
     any, to be applicable thereto.

          (ii)  During the continuance of a Reimbursement
     Default (other than a Reimbursement Event of Default),
     the right of the Company to Convert Advances to
     Eurodollar Rate Advances shall be suspended, and all
     Eurodollar Rate Advances then outstanding shall be
     Converted to ABR Advances on the last day of the
     Interest Period then in effect, if, on such day, a
     Reimbursement Default (other than a Reimbursement Event
     of Default) shall be continuing.

          (iii)  During the continuance of a Reimbursement
     Event of Default, the right of the Company to Convert
     Advances to Eurodollar Rate Advances shall be
     suspended, and upon the occurrence of a Reimbursement
     Event of Default, all Eurodollar Rate Advances then
     outstanding shall immediately, without further act by
     the Company, be Converted to ABR Advances.

          (iv)  If no notice of Conversion is received by
     the Administrating Bank as provided in paragraph (i)
     above with respect to any outstanding Eurodollar Rate
     Advances on or before the third Business Day prior to
     the last day of the Interest Period then in effect for
     such Eurodollar Rate Advances, the Administrating Bank
     shall treat such absence of notice as a deemed notice
     of Conversion providing for such Advances to be
     Converted to ABR Advances on the last day of such
     Interest Period.

          (g)  Other Terms Relating to the Making and
Conversion of Advances.  (i)  Notwithstanding anything in
subsections (c), (e) and (f) above, to the contrary:

          (A) at no time shall more than five different
     Borrowings be outstanding hereunder; and

          (B) each Borrowing consisting of Eurodollar Rate
     Advances or ABR Advances shall be in the aggregate
     principal amount of at least $5,000,000.

                    (ii)  Each notice of Conversion pursuant
          to subsection (f) above shall be irrevocable and
          binding on the Company.

          (h)  Repayment of Advances.  (i)  The unpaid
principal amount of each EOL Initial Advance, together with
all accrued and unpaid interest thereon, shall be due and
payable and repaid in full by the Company on the earlier to
occur of (A) the EOL Initial Advance Repayment Date and
(B) upon the occurrence of a Reimbursement Default, an Event
of Default or an Indenture Event of Default, the date two
Business Days after the date on which demand for repayment
thereof is made by the Required Banks or by the
Administrating Bank acting on behalf of the Required Banks.

                    (ii)  The unpaid principal amount of
          each EOL Term Advance, together with all accrued
          and unpaid interest thereon, shall be due and
          payable and repaid in full by the Company on the
          earliest to occur of (A) the date 330 days from
          the date of making such EOL Term Advance, (B) the
          Stated Expiration Date and (C) upon the occurrence
          of a Reimbursement Default, an Event of Default or
          an Indenture Event of Default, the date two
          Business Days after the date on which demand for
          repayment thereof is made by the Required Banks or
          by the Administrating Bank acting on behalf of the
          Required Banks.

                    (iii)  The unpaid principal amount of
          each DLE Initial Advance, together with all
          accrued and unpaid interest thereon, shall be due
          and payable and repaid in full by the Company on
          the earlier to occur of (A) the DLE Initial
          Advance Repayment Date and (B) upon the occurrence
          of a Reimbursement Default, an Event of Default or
          an Indenture Event of Default, the date two
          Business Days after the date on which demand for
          repayment thereof is made by the Required Banks or
          by the Administrating Bank acting on behalf of the
          Required Banks.

                    (iv)  The unpaid principal amount of
          each DLE Term Advance, together with all accrued
          and unpaid interest thereon, shall be due and
          payable and repaid in full by the Company on the
          earliest to occur of (A) the date 270 days from
          the date of making such DLE Term Advance, (B) the
          Stated Expiration Date and (C) upon the occurrence
          of a Reimbursement Default, an Event of Default or
          an Indenture Event of Default, the date two
          Business Days after the date on which demand for
          repayment thereof is made by the Required Banks or
          by the Administrating Bank acting on behalf of the
          Required Banks.

          (i)  Prepayment of Advances.  (i)  The Company
shall have no right to prepay any principal amount of any
Advances except in accordance with paragraph (ii) below.

                    (ii)  The Company may, (A) upon at least
          three Business Days' irrevocable written notice to
          the Administrating Bank, in the case of any
          Eurodollar Rate Advance, and (B) upon at least one
          Business Day's irrevocable written notice to the
          Administrating Bank, in the case of any ABR
          Advance, in each case stating the proposed date
          and aggregate principal amount of the prepayment
          and the specific Borrowing(s) to be prepaid, and
          if such notice is given, the Company shall,
          prepay, in whole or ratably in part, together with
          accrued interest to the date of such prepayment on
          the principal amount prepaid and any amounts due
          pursuant to Section 4(c) hereof, the outstanding
          principal amount of all Advances comprising the
          same Borrowing, in each case as the Company shall
          designate in such notice; provided, however, that
          each partial prepayment shall be in an aggregate
          principal amount not less than $5,000,000, or, if
          less, the aggregate principal amount of all
          Advances then outstanding.

          (j)  Default Interest.  Any amounts payable by the
Company hereunder that are not paid when due shall (to the
fullest extent permitted by law) bear interest, from the
date when due until paid in full, at the Alternate Base Rate
plus 2% per annum, payable on demand.

          (k)  Evidence of Indebtedness.  The Funding Bank
and each Participating Bank shall maintain, in accordance
with their usual practice, an account or accounts evidencing
the indebtedness of the Company resulting from each drawing
under a Letter of Credit (in the case of the Funding Bank)
and from each Advance (in the case of each Participating
Bank) made from time to time hereunder and the amounts of
principal and interest payable and paid from time to time
hereunder.

          (l)  In the event of (i) the payment of any
principal of any Eurodollar Rate Advance other than on the
last day of an Interest Period applicable thereto (including
as a result of a Reimbursement Event of Default or
Prepayment Event), (ii) the Conversion for any reason of any
Eurodollar Rate Advance other than on the last day of the
Interest Period applicable thereto, (iii) the failure to
Convert, continue or prepay any Eurodollar Rate Advance on
the date specified in any notice delivered pursuant hereto
or (iv) the assignment of any Eurodollar Rate Advance other
than on the last day of the Interest Period applicable
thereto as a result of a request by the Company pursuant to
Section 4(g), then, in any such event, the Company hereby
agrees to compensate each Participating Bank for the loss,
cost and expense attributable to such event.  Such loss,
cost or expense to any Participating Bank shall be deemed to
include an amount determined by such Participating Bank to
be the excess, if any, of (x) the amount of interest which
would have accrued on the principal amount of such Advance
had such event not occurred, at the Adjusted LIBO Rate (in
the case of a Eurodollar Rate Advance) that would have been
applicable to such Advance, for the period from the date of
such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to Convert or
continue, for the period that would have been the Interest
Period for such Advance), over (y) the amount of interest
which would accrue on such principal amount for such period
at the interest rate which such Participating Bank would bid
were it to bid, at the commencement of such period, for
dollar deposits of a comparable amount and period from other
banks in the eurodollar market.  A certificate of any
Participating Bank setting forth any amount or amounts that
such Participating Bank is entitled to receive pursuant to
this Section shall be delivered to the Company and shall be
conclusive absent manifest error.  The Company shall pay
such Participating Bank the amount shown as due on any such
certificate within 10 days after receipt thereof.  The
obligations of the Company contained in this subsection (l)
shall survive the payment in full of amounts payable by the
Company under Section 2 hereof and the termination of the
Letters of Credit and this Agreement or the substitution of
any of the Banks pursuant to Sections 4(g) or (h) hereof.

          SECTION 3.  Fees.  The Company agrees to pay to
the Administrating Bank (a) for the account of the Funding
Bank a fee with respect to each Letter of Credit as
separately agreed upon between the Company and the Funding
Bank in accordance with the terms of the letter dated the
date hereof between the Company and the Funding Bank, (b)
for the account of each Participating Bank, a fee with
respect to each Letter of Credit (a "Participation Fee")
equal to the Applicable Rate per annum of the product of
(i) such Participating Bank's Participation Percentage and
(ii) the Maximum Credit Amount applicable to such Letter of
Credit, from and including the Date of Issuance of such
Letter of Credit to but excluding the Termination Date of
such Letter of Credit, payable quarterly in arrears on each
April 15, July 15, October 15 and January 15 (commencing
January 15, 1997), and on such Termination Date; (c) upon
the execution of this Agreement, for the account of the
Funding Bank and each Participating Bank (including the
Administrating Bank and the Documentation Agent), the up-
front fees separately agreed upon between the Administrating
Bank and the Participating Banks and consented to by the
Company; (d) for the account of the Documentation Agent,
fees computed and payable in accordance with the terms of
the letter from the Company to the Administrating Bank and
the Documentation Agent dated November 14, 1996, and (e) for
the account of the Administrating Bank, fees computed and
payable in accordance with the terms of (i) the letter from
the Company to the Administrating Bank and the Documentation
Agent dated November 14, 1996, and (ii) the letter from the
Company to the Administrating Bank dated November 14, 1996.
Upon receipt from the Company of fees payable in accordance
with the provisions of this Section 3, the Administrating
Bank agrees to promptly pay to the account of the Funding
Bank and each Participating Bank, as applicable, the fees
paid to it for the account of the Funding Bank or such
Participating Bank pursuant to this Section 3.

          SECTION 4.  Change in Circumstances; Alternate
Rate of Interest.  If prior to the commencement of any
Interest Period for a Eurodollar Rate Advance:

          (a) the Administrating Bank determines (which
     determination shall be conclusive absent manifest
     error) that adequate and reasonable means do not exist
     for ascertaining the Adjusted LIBO Rate or the LIBO
     Rate, as applicable, for such Interest Period; or

          (b) the Administrating Bank is advised by the
     Required Banks that the Adjusted LIBO Rate or the LIBO
     Rate, as applicable, for such Interest Period will not
     adequately and fairly reflect the cost to such Required
     Banks of making or maintaining their Eurodollar Rate
     Advances for such Interest Period;

then the Administrating Bank shall give notice thereof to
the Company and the Participating Banks by telephone or
telecopy as promptly as practicable thereafter and, until
the Administrating Bank notifies the Company and the
Participating Banks that the circumstances giving rise to
such notice no longer exist, (i) any request to Convert any
ABR Advance to, or to continue any Eurodollar Rate Advance
as, a Eurodollar Rate Advance shall be ineffective and
(ii) if any request is made for a Eurodollar Rate Advance,
such Borrowing shall be made as an ABR Advance.

          (b)  If, after the date hereof, any Bank shall
have determined that the adoption of any applicable law,
rule or regulation, or any change therein, or any change in
the interpretation or administration thereof by any
governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof,
or compliance by any Bank with any request or directive
(whether or not having the force of law) of any such
authority, central bank or comparable agency shall impose,
modify or deem applicable any reserve, special deposit or
similar requirement (including, without limitation, any such
requirement imposed by the Board of Governors of the Federal
Reserve System) against letters of credit issued by or
participated in or assets of, or deposits with or for the
account of any Bank or shall impose on any Bank any other
condition regarding this Agreement or the Letters of Credit
and the result of the foregoing shall be to increase the
cost to such Bank of issuing, maintaining or participating
in any of the Letters of Credit or any drawing thereunder or
making or maintaining any Eurodollar Rate Advance (or of
maintaining its obligation to make such Advance) (which
increase in cost shall be the result of such Bank's
reasonable allocation of the aggregate of such cost
increases resulting from such events), then, within 15 days
after demand by such Bank, the Company agrees to pay to such
Bank all additional amounts that are necessary to compensate
such Bank for such increased cost incurred by such Bank.

          (c)  If any Bank shall have determined that the
applicability of any law, rule, regulation or guideline
adopted pursuant to or arising out of the July 1988 report
of the Basle Committee on Banking Regulations and
Supervisory Practices entitled "International Convergence of
Capital Measurement and Capital Standards" (the "Basle
Report"), or the adoption after the date hereof of any other
law, rule, regulation or guideline regarding capital
adequacy, or any change in any of the foregoing or in the
interpretation or administration of any of the foregoing by
any governmental authority, central bank or comparable
agency charged with the interpretation or administration
thereof, or compliance by any Bank (or any lending office of
any Bank) or any Bank's holding company with any request or
directive regarding capital adequacy (whether or not having
the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing
the rate of return on such Bank's capital or on the capital
of such Bank's holding company, if any, as a consequence of
this Agreement or under or in connection with any Letter of
Credit to a level below that which such Bank or such Bank's
holding company could have achieved but for such adoption,
change or compliance (taking into consideration such Bank's
policies and the policies of such Bank's holding company
with respect to capital adequacy) by an amount deemed by
such Funding Bank to be material, then, within 15 days after
demand by such Bank, the Company shall pay to such Bank such
additional amount or amounts as will compensate such Bank or
such Bank's holding company for any such reduction suffered.
Notwithstanding the foregoing, any risk-based capital
standard adopted and publicly announced prior to the Closing
Date (regardless of the date on which compliance with such
standard is required), shall not be considered a basis for
imposing additional costs on the Company under this
paragraph (c).

          (d)  The Company agrees that all payments made by
the Company hereunder to any Bank shall be made free and
clear of, and without reduction for or on account of, any
stamp or other taxes, levies, imposts, duties, charges,
fees, deductions, withholdings, restrictions or conditions
of any nature whatsoever hereafter imposed, levied,
collected, withheld or assessed by any country (or by any
political subdivision or taxing authority thereof or
therein), except for franchise taxes and changes in the rate
of tax on the overall net income of the Banks (such
nonexcluded taxes being called "Tax" or "Taxes").  If any
Taxes are required to be withheld from any amounts payable
by the Company to any Bank, the Company agrees that the
amounts so payable to such Bank shall be increased to the
extent necessary to yield to such Bank (after payment of all
Taxes) interest or any such other amounts payable hereunder
at the rates or in the amounts specified in this Agreement;
provided that the Company shall not be obligated to pay such
amounts for the benefit of such Bank with respect to any
period in which such Bank has failed (x) to file any form or
certificate that it was entitled to file which would have
exempted such Bank from such Taxes or (y) to take other
action which would entitle such Bank to an exemption from
such Taxes, if such action would not, in the reasonable
judgment of such Bank, be otherwise disadvantageous to it.
Whenever any Tax is paid by the Company, as promptly as
possible thereafter, the Company shall send the applicable
Bank a receipt or other evidence of payment thereof.

          (e)  A certificate as to the nature of the occur
rence giving rise to, and the calculation of, compensation
to the Funding Bank, a Participating Bank or a Participant
pursuant to paragraphs (a), (b), (c) and (d) of this
Section 4 shall be submitted by the Funding Bank, such
Participating Bank or such Participant to the Administrating
Bank.  Such certificate shall be submitted by the
Administrating Bank to the Company and shall be conclusive
evidence (absent demonstrable error) as to the amount
thereof.  Each such certificate shall provide the identity
of the Funding Bank, such Participating Bank or such
Participant.

          (f)  The Company agrees that each Participating
Bank and each Participant shall have the same rights and
obligations under this Section 4 with respect to its
respective participation to the same extent as if such Par
ticipating Bank or Participant were named instead of the
Funding Bank in this Section 4.

          (g)  In the event any Participating Bank gives a
notice with respect to it or any of its Participants pursu
ant to Section 4(e) hereof, the Company may require, at its
expense, such Bank to assign all its Participation Percent
age of the Letters of Credit and all its rights and obliga
tions hereunder to a financial institution specified by the
Company (a "Substitute Bank"); provided that (i) such
assignment shall not conflict with or violate any law, rule
or regulation or order of any court or other governmental
agency or instrumentality, (ii) the Company shall have
received the written consent of the Funding Bank and the
Administrating Bank (which consent, in the case of the
Administrating Bank shall not unreasonably be withheld), to
such assignment and (iii) the Company shall have paid to
such assignor Bank all monies accrued and owing hereunder to
it.  The Substitute Bank shall execute a counterpart of this
Agreement and such additional amendments, agreements,
instruments and documents as may be reasonably requested by
the Administrating Bank.

          (h)  In the event the Funding Bank gives a notice
with respect to itself pursuant to Section 4(e) hereof, the
Company may replace such Funding Bank with a financial
institution specified by the Company (a "Substitute Funding
Bank"); provided that (i) such replacement shall not con
flict with or violate any law, rule or regulation or order
of any court or other government agency or instrumentality,
(ii) the Company shall have received the written consent of
the Owner Trustee and the Owner Participants to such
substitution, and the Company shall have taken all other
applicable actions required under the Transaction Documents
and (iii) the Company shall have paid to the Funding Bank
all monies accrued and owing hereunder to it.  The
Substitute Funding Bank shall execute a counterpart of this
Agreement and such additional amendments, agreements,
instruments and documents as may be reasonably requested by
the Administrating Bank.

          SECTION 5.  Participations.  (a)  By the issuance
of a Letter of Credit and without any further action on the
part of the Funding Bank or any Participating Bank in
respect thereof, the Funding Bank shall be deemed to have
granted to each Participating Bank, and each Participating
Bank hereby shall be deemed to have acquired from the
Funding Bank, a participation in such Letter of Credit equal
to such Participating Bank's Participation Percentage of the
Maximum Credit Amount of such Letter of Credit, effective
upon the issuance of such Letter of Credit.  In considera
tion and in furtherance of the foregoing, each Participating
Bank hereby absolutely and unconditionally agrees to pay to
the Funding Bank, in accordance with this Section 5, such
Participating Bank's Participation Percentage of each
payment made by the Funding Bank of a draft under a Letter
of Credit.  Upon payment of a draft under a Letter of
Credit, the Funding Bank shall promptly give telephonic
notice (to be followed by delivery by telecopy of a Notice
of Drawing) to each Participating Bank of the date and
amount of such payment.  If such Notice of Drawing is
received by a Participating Bank after 12:30 p.m. (New York
time) such notice shall be deemed to have been received on
the next Business Day.  With respect to each Participating
Bank, promptly upon receipt of such Notice of Drawing but in
any event no later than 3:00 p.m. (New York time) on the
date on which such Participating Bank shall have received or
shall be deemed to have received such Notice of Drawing from
the Funding Bank, such Participating Bank shall pay to the
Funding Bank an amount equal to the product of (A) such
Participating Bank's Participation Percentage and (B) the
amount of the payment made by the Funding Bank on such
draft; provided, however, that, with respect to the payment
of any draw on a Letter of Credit, the Funding Bank shall
not require such Participating Bank to pay (exclusive of
interest) an amount greater than the product of (x) such
Participating Bank's Participation Percentage and (y) the
lesser of (m) the Maximum Available Credit Amount of such
Letter of Credit immediately prior to adjustment for payment
by the Funding Bank of such draw and (n) the Maximum Drawing
Amount of such Letter of Credit immediately prior to
adjustment of the Maximum Drawing Amount of such Letter of
Credit for payment by the Funding Bank of such draw;
provided further that each Participating Bank shall not be
obligated to make any payment to the Funding Bank pursuant
to this paragraph (a) with respect to any wrongful payment
under any Letter of Credit as a result of the gross negli
gence or wilful misconduct of the Funding Bank.  If payment
of the amount due pursuant to the preceding sentence from a
Participating Bank is received by the Funding Bank after
3:00 p.m. (New York time) on the date it is due, such
Participating Bank agrees to pay to the Funding Bank along
with its payment of the amount due pursuant to the preceding
sentence, interest on such amount at a rate per annum equal
to (i) for the period from and including the Business Day
such payment is due to but excluding the next succeeding
day, the rate in effect on the day such payment is due,
quoted by the Funding Bank at its New York office, for
overnight "sale" to the other Participating Banks of Federal
funds (the "Fed Funds Rate") and (ii) for the period from
and including the Business Date next succeeding the date
such payment is due to but excluding the date such amount is
paid in full, the Alternate Base Rate plus 2%.  The Funding
Bank agrees to give prompt written notice to a Participating
Bank if the Funding Bank does not receive the payment
required by this paragraph (a) from such Participating Bank
on the date on which such payment was due from such Partic
ipating Bank.  Any action taken or omitted to be taken
(other than at the direction of the Participating Banks)
which has the effect of extending a Letter of Credit beyond
its Termination Date shall constitute gross negligence of
the Funding Bank and shall release each Participating Bank
from its obligation set forth in this paragraph (a) to
reimburse the Funding Bank for the payment of a drawing on
such Letter of Credit.

          (b)  Each Participating Bank acknowledges and
agrees that its obligation to make the payments specified in
Section 2 or Section 5(a) hereof and the right of the
Funding Bank to receive the same, in the manner specified
therein, are absolute and unconditional (except as set forth
in said Section 2 or Section 5(a)) and shall not be affected
by any circumstances whatsoever, including, without
limitation (i) the occurrence and continuance of any Event
of Default under any of the Facility Leases, (ii) any
Reimbursement Default or Prepayment Event hereunder,
(iii) any breach or default by the Company, the
Administrating Bank or any Participating Bank hereunder,
(iv) any lack of validity or enforceability of any Letter of
Credit, this Agreement, any of the Transaction Documents or
any of the Financing Documents, (v) any amendment or waiver
of or any consent to departure from the Letters of Credit,
this Agreement, any of the Transaction Documents or any of
the Financing Documents; (vi) the existence of any claim,
setoff, defense or other right which the Participating Banks
may have at any time against the Company, the Owner
Participants or the Owner Trustee (or any persons for whom
any of the foregoing may be acting), the Funding Bank, the
Administrating Bank, any other Participating Bank, or any
other Person, whether in connection with this Agreement, the
Transaction Documents, the Financing Documents or any other
documents contemplated hereby or thereby or any unrelated
transactions; provided that nothing herein shall prevent the
assertion of any such claim by separate suit or compulsory
counterclaim; (vii) any statement or other document
presented under the Letters of Credit proving to be forged,
fraudulent, invalid, or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect
whatever; (viii) payment by the Funding Bank under any
Letter of Credit against presentation of a draft or a
certificate which does not comply with the terms of such
Letter of Credit; or (ix) any other circumstances or
happening whatsoever, whether or not similar to any of the
foregoing; provided, however, that with regard to this
Section 5(b), the Participating Banks shall have no
obligation to make, and the Funding Bank shall have no right
to receive, payments that result from the gross negligence
or wilful misconduct of the Funding Bank.

          (c)  Upon receipt of a payment from the Company
pursuant to Section 2 hereof, the Funding Bank shall
promptly transfer to each Participating Bank such Partici
pating Bank's pro rata share (determined in accordance with
such Participating Bank's Participation Percentage) of such
payment based on such Participating Bank's pro rata share
(determined as aforesaid) of amounts paid pursuant to
Section 5(a) hereof, and not previously reimbursed by the
Company pursuant to Section 2 hereof; provided, however,
that if a Participating Bank shall fail to pay to the
Funding Bank any amount required by Section 5(a) hereof on
the Business Day following the date on which such payment
was due from such Participating Bank and the Company shall
not have reimbursed the Funding Bank for such amount pursu
ant to Section 2 hereof (such unreimbursed amount being
hereinafter referred to as the "Transferred Amount"), the
Funding Bank shall be deemed to have purchased, on such
following Business Day (a "Participation Transfer Date")
from such Participating Bank, a participation in such
Transferred Amount and shall be entitled, for the period
from and including the Participation Transfer Date to the
earlier of (i) the date on which the Company shall have
reimbursed the Funding Bank for such Transferred Amount and
(ii) the date on which such Participating Bank shall have
reimbursed the Funding Bank for such Transferred Amount (the
"Participation Transfer Period"), to the rights, privileges
and obligations of a "Participating Bank" under this Agree
ment with respect to such Transferred Amount; provided
further that if, at any time after the occurrence of a
Participation Transfer Date with respect to any Partic
ipating Bank and prior to the reimbursement by such Partic
ipating Bank of the Funding Bank with respect to the related
Transferred Amount pursuant to paragraph (a) above, the
Funding Bank shall receive any payment from the Company
pursuant to Section 2 hereof, the Funding Bank shall not be
obligated to pay any amounts to such Participating Bank, and
the Funding Bank shall retain such amounts (including,
without limitation, interest payments due from the Company
pursuant to Section 2 hereof) for its own account as a
Participating Bank; provided that all such amounts shall be
applied in satisfaction of the unpaid amounts (including,
without limitation, interest payments due from such Partic
ipating Bank pursuant to Section 5(a) hereof) due from such
Participating Bank with respect to such Transferred Amount;
and, provided further that if, at any time after the occur
rence of a Participation Transfer Date with respect to any
Participating Bank and prior to the reimbursement of the
Funding Bank by such Participating Bank or the Company, such
Participating Bank shall have (i) voluntarily dissolved,
(ii) appointed a receiver, (iii) suffered the appointment of
a receiver who takes possession of its books, records and
assets, commences to collect all dues and claims and to sell
all property of such Participating Bank, or (iv) suffered
the appointment of a conservator, the Funding Bank shall
thereafter be entitled to retain such Participation for its
own account.  All payments due to the Participating Banks
from the Funding Bank pursuant to this paragraph (c) shall
be made to the Participating Banks if, as, and to the extent
possible, when the Funding Bank receives payments in respect
of drawings under the Letters of Credit or Advances pursuant
to Section 2 hereof, and in the same funds in which such
amounts are received; provided that if any Participating
Bank to whom the Funding Bank is required to transfer any
such payment (or any portion thereof) pursuant to this
paragraph (c) does not receive such payment (or portion
thereof) prior to 3:00 p.m. (New York time) on the Business
Day on which the Funding Bank received such payment from the
Company (which payment, if received by the Funding Bank
after 2:00 p.m. (New York time) on any Business Day, shall
be deemed, for the purposes of this proviso, to have been
received on the next succeeding Business Day), the Funding
Bank agrees to pay to such Participating Bank, along with
its payment of the portion of such payment due to such
Participating Bank, interest on such amount at a rate per
annum equal to (i) for the period from and including such
Business Day to but excluding the next succeeding day, the
Fed Funds Rate and (ii) for the period from and including
the date next succeeding such Business Day to but excluding
the date such amount is paid in full, the Alternate Base
Rate plus 2%.  If, in connection with any case or other
proceeding seeking liquidation, reorganization or other
relief with respect to the Company or their debts under any
bankruptcy, insolvency or other similar law now or hereafter
in effect, the Funding Bank shall be required to return to
the Company or to any trustee, receiver, liquidator, custo
dian or other similar official all or any portion of such
payments or interest, each Participating Bank shall, upon
demand of the Funding Bank, forthwith return to the Funding
Bank any amounts transferred to such Participating Bank by
the Funding Bank in respect thereof pursuant to this para
graph (c).

          (d)  The Funding Bank will exercise and give the
same care and attention to the Letters of Credit as it gives
to its other letters of credit and similar obligations, and
each Participating Bank agrees that the Funding Bank's sole
liability to each Participating Bank shall be (i) to dis
tribute promptly, as and when received by the Funding Bank,
and in accordance with the provisions of paragraph (c)
above, such Participating Bank's pro rata share (determined
in accordance with such Participating Bank's Participation
Percentage) of any payments to the Funding Bank by the
Company pursuant to Section 2 hereof in respect of drawings
under the Letters of Credit or Advances, (ii) to exercise or
refrain from exercising any right or to take or to refrain
from taking any action under this Agreement or any Letter of
Credit as may be directed in writing by the Required Banks
(or such higher percentage of Banks as may be otherwise
expressly required under this Agreement) or the Adminis
trating Bank acting on behalf of such Banks and (iii) as
otherwise expressly set forth herein.  The Funding Bank
shall not be liable for any action taken or omitted at the
request or with approval of the Required Banks or of the
Administrating Bank acting on behalf of the Required Banks
or for the nonperformance of the obligations of any other
party under this Agreement, any of the Transaction Docu
ments, any of the Financing Documents or any other document
contemplated hereby or thereby.  Without in any way limiting
any of the foregoing, the Funding Bank may rely upon the
advice of counsel concerning legal matters and upon any
written communication or any telephone conversation which it
believes to be genuine or to have been signed, sent or made
by the proper person and shall not be required to make any
inquiry concerning the performance by the Company, the Owner
Trustee, any Owner Participant or any other Person, of any
of their respective obligations and liabilities under or in
respect of this Agreement, the Transaction Documents, the
Financing Documents or any other documents contemplated
hereby or thereby.  The Funding Bank shall not have any
obligation to make any claim, or assert any Lien, upon any
property held by the Funding Bank or assert any offset there-
against; provided that the Funding Bank shall, if so
directed by the Required Banks or the Administrating Bank
acting on behalf of the Required Banks, have an obligation
to make a claim, or assert a Lien, upon property held by the
Funding Bank in connection with this Agreement or assert an
offset thereagainst.  The Funding Bank may accept deposits
from, make loans or otherwise extend credit to, and gener
ally engage in any kind of banking or trust business with
the Company or any of its Affiliates, or any other Person,
and receive payment on such loans or extensions of credit
and otherwise act with respect thereto freely and without
accountability in the same manner as if this Agreement and
the transactions contemplated hereby were not in effect.
Without limiting any of the foregoing, the Funding Bank
agrees that (x) it will not give notice of a Date of Early
Termination under a Letter of Credit without a writing
executed by the Required Banks or executed by the Admini
strating Bank on behalf of the Required Banks directing it
to give such notice (which writing shall specify the Date of
Early Termination to be given in such notice) and (y) if a
Reimbursement Event of Default or Prepayment Event has
occurred and is continuing, upon receipt of such a writing,
it will give such notice as provided in such Letter of
Credit.

          (e)  The Funding Bank makes no representation and
shall have no responsibility with respect to:  (i) the
genuineness, legality, validity, binding effect or enforce
ability of this Agreement, any of the Transaction Documents,
any of the Financing Documents or any other documents
contemplated hereby or thereby; (ii) the truthfulness and
accuracy of any of the representations contained in this
Agreement, any of the Transaction Documents, any of the
Financing Documents or any other documents contemplated
hereby or thereby; (iii) the collectability of any amounts
due under this Agreement; (iv) the financial condition of
the Company or any other Person; and (v) any act or omission
of any Owner Participant with respect to its use of any
Letter of Credit.  Each Participating Bank acknowledges and
agrees that such Participating Bank has been, and will
continue to be, solely responsible for making its own
independent appraisal of and investigation into the finan
cial condition, affairs, status and nature of the Company
and for making its own credit decision in taking or not
taking any action, including without limitation, entering
into this Agreement.

          (f)  To the extent that the Funding Bank is not
reimbursed and indemnified by the Company under Section 20,
Section 21 or Section 22 hereof, each Participating Bank
severally agrees to reimburse and indemnify the Funding Bank
on demand, pro rata in accordance with such Participating
Bank's Participation Percentage, for and against any and all
liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on,
incurred by, or asserted against, the Funding Bank, in any
way relating to or arising out of the Letters of Credit or
this Agreement, or any action taken or omitted by the
Funding Bank under or in connection with this Agreement or
the Letters of Credit; provided, however, that such
Participating Bank shall not be liable for any portion of
such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements
resulting from the Funding Bank's gross negligence or wilful
misconduct or from the Funding Bank's failure to refrain
from exercising or to exercise any right or to refrain from
taking or to take any action under this Agreement or the
Letters of Credit, as directed in writing by the Required
Banks or by the Administrating Bank acting on behalf of the
Required Banks; and provided further that such Participating
Bank shall not be liable to the Funding Bank or any other
Participating Bank for the failure of the Company to
reimburse the Funding Bank or any other Participating Bank
for any drawing made under a Letter of Credit or any
Advance, with respect to which such Participating Bank has
paid the Funding Bank such Participating Bank's pro rata
share (determined in accordance with such Participating
Bank's Participation Percentage), or for the Company's
failure to pay interest thereon.  Each Participating Bank's
obligations under this paragraph (f) shall survive the
termination of this Agreement and the Letters of Credit.
Nothing in this paragraph (f) is intended to limit any
Participating Bank's reimbursement obligation contained in
paragraph (a) above.

          (g)  Each Participating Bank agrees that it will
promptly (i) notify the Administrating Bank of any occur
rence giving rise to a right to compensation to such Par
ticipating Bank pursuant to Section 4 hereof and (ii) submit
to the Administrating Bank a certificate detailing such
occurrence giving rise thereto and the calculation of the
amount of compensation with respect thereto.  The
Administrating Bank agrees to present promptly such certif
icate to the Company in accordance with Section 4 hereof.

          (h)  Each Participating Bank agrees that if it
should receive any amount in respect of its participation
other than from the Funding Bank pursuant to paragraph (c)
above and other than as contemplated by Section 3,
Section 4, Section 17(a), Section 21, or Section 22 hereof,
such Participating Bank will remit all of the same to the
Administrating Bank to distribute to the Participating Banks
pro rata in accordance with their Participation Percentages.

          SECTION 6.  Payments.  (a)  All payments by the
Company or the Participating Banks to the Funding Bank
pursuant to this Agreement shall be made in lawful currency
of the United States and in immediately available funds to
the Funding Bank's account maintained with the Administrat
ing Bank for such purpose, or to such other account as the
Funding Bank shall notify the Company and each Participating
Bank in writing.  All payments by the Funding Bank, the
Company, or the Administrating Bank to a Participating Bank
shall be made in lawful currency of the United States and in
immediately available funds at the address of such
Participating Bank set forth below the name of such Partic
ipating Bank on the signature pages hereof, or at such other
address as any Participating Bank shall notify each of the
Funding Bank, the Company, and the Administrating Bank in
writing.

          (b)  Whenever any payment under this Agreement
shall be due on a day which is not a Business Day, the date
for payment thereof shall be extended to the next succeeding
Business Day, and any interest payable thereon shall be
payable for such extended time at the specified rate.

          (c)  Interest payable under Sections 2(a),
2(b)(i), 2(e)(i), 5(a) and 5(c) hereof and the fees payable
under Section 3 hereof shall be computed on the basis of a
year of 365 or 366 days (as applicable) and paid for the
actual number of days elapsed (including the first day but
excluding the last day).  Interest payable under
Section 2(e)(iii) hereof shall be computed on the basis of a
year of 360 days and paid for the actual number of days
elapsed (including the first day but excluding the last
day).

          (d)  Except as otherwise expressly provided in
Section 3, 4 or 5 hereof, all payments hereunder from the
Company to the Participating Banks, from the Funding Bank to
the Participating Banks, from the Participating Banks to the
Funding Bank and from the Participating Banks to the Admin
istrating Bank shall be made pro rata among the Partic
ipating Banks in accordance with the Participation Percent
ages of such Participating Banks.

          SECTION 7.  Issuance of the Letters of Credit;
Conditions Precedent to Issuance.  (a)  Subject to satis
faction of the conditions precedent set forth in
subsections (b), (c), (d) and (e) of this Section 7, the
Funding Bank shall issue the Letters of Credit to the
beneficiaries in the amounts set forth in Schedule 2 hereto
(which amounts in the aggregate do not exceed the Aggregate
Maximum Credit Amount) on the date set forth in the notice
referred to in Section 7(b)(xiv) hereof (such date or such
later date on which the conditions precedent are satisfied
and such Letters of Credit are issued being herein called
the "Date of Issuance" of the Letters of Credit).  All of
such Letters of Credit shall be issued simultaneously.  Each
Letter of Credit shall be effective on its Date of Issuance
and shall expire on the Termination Date applicable to such
Letter of Credit.

          (b)  As a condition precedent to the issuance of
each Letter of Credit, the Administrating Bank and each Bank
shall have received on or before the Date of Issuance of the
Letters of Credit the following, each dated such date except
as described in the last paragraph of this subsection (b),
in form and substance satisfactory to each Bank:

          (i) an opinion of Reid & Priest, (A) as New York
     counsel to the Company, substantially in the form of
     Exhibit C hereto, and (B) as New York counsel to
     Entergy (including certain Delaware opinions),
     substantially in the Form of Exhibit D-1 hereto;

          (ii) (A) an opinion of Ann G. Roy, as Mississippi
     counsel to the Company, substantially in the form of
     Exhibit E-1 hereto and (B) an opinion of Friday,
     Eldredge & Clark, as Arkansas counsel to the Company,
     substantially in the form of Exhibit E-2 hereto;

          (iii) an opinion of (A) Ann G. Roy, as Mississippi
     counsel to EMI, (B) Friday, Eldredge & Clark, as
     Arkansas counsel to EAI, and (C) Ann G. Roy, as
     Louisiana counsel to ELI and ENOI substantially in the
     form of Exhibits F-1 to F-4 hereto, respectively, and
     (D) Ann G. Roy, as Mississippi and Louisiana counsel to
     Entergy, substantially in the form of Exhibit D-2
     hereto;

          (iv) an opinion of Cravath, Swaine & Moore,
     special counsel for the Administrating Bank and the
     Participating Banks, substantially in the form of
     Exhibit G hereto;

          (v) copies of the resolutions of the Board of
     Directors of the Company authorizing the execution,
     delivery and performance by the Company of this Agree
     ment, the Collateral Agreements, each of the Transac
     tion Documents to which the Company is a party and the
     Collateral Trust Indenture, certified by the Secretary
     or an Assistant Secretary of the Company (which certif
     icate shall state that such resolutions are in full
     force and effect on the Date of Issuance of the Letters
     of Credit);

          (vi) certified copies of all approvals, authoriza
     tions, orders or consents of, or notices to or regis
     trations with, any governmental body or agency required
     for the Company, Entergy or the Operating Companies to
     execute, deliver and perform its obligations under this
     Agreement and the Collateral Agreements to which it is
     a party and of all such approvals, authorizations,
     orders, consents, notices or registrations required to
     be obtained or made prior to the Date of Issuance of
     the Letters of Credit in connection with the transac
     tions contemplated by any of the Transaction Documents,
     Collateral Agreements or any of the Financing Documents
     to which any of the Company, Entergy or any Operating
     Company is a party;

          (vii) a copy of the certificate or articles of
     incorporation, including all amendments thereto, of
     each of the Company, Entergy, and each Operating
     Company, certified as of a recent date by the Secretary
     of such Person, and a certificate as to the good
     standing of any such Person, as of a recent date, from
     the Secretary of State of the applicable state of such
     Person's organization;

          (viii) the Administrating Bank shall have a
     perfected first priority security interest in the
     Collateral Agreements;

          (ix) (i) a certificate of the Secretary or Assis
     tant Secretary of each of the Company, Entergy, and
     each Operating Company certifying (A) that attached
     thereto is a true and complete copy of the by-laws of
     such Person as in effect on the Closing Date and at all
     times since a date prior to the date of the resolutions
     described in clause (B) below, (B) that attached
     thereto is a true and complete copy of resolutions duly
     adopted by the Board of Directors of such Company
     authorizing the execution, delivery and performance of
     the Collateral Agreements to which it is a party, and
     that such resolutions have not been modified, rescinded
     or amended and are in full force and effect, (C) that
     the certificate or articles of incorporation of such
     Company has not been amended since the date of the last
     amendment thereto provided pursuant to
     Section 7(b)(vii) above, and (D) as to the incumbency
     and specimen signature of each officer executing any
     Collateral Agreement or any other document or
     certificate delivered in connection herewith on behalf
     of such Person; and (ii) a certificate of another
     officer as to the incumbency and specimen signature of
     the Secretary or Assistant Secretary executing the
     certificate pursuant to (i) above.

          (x) an executed copy of the Supplementary Capital
     Funds Agreement.

          (xi) an executed copy of the Availability Agree
     ment Assignment.

          (xii) a copy of each Disclosure Document;

          (xiii) such other documents, instruments,
     approvals (and, if requested by any Bank, certified
     duplicates of executed copies thereof) or opinions as
     any Bank may reasonably request in writing; and

          (xiv) a written notice with respect to each Letter
     of Credit of the proposed Date of Issuance of such
     Letter of Credit signed by the Company and the Owner
     Participant to which such Letter of Credit shall be
     issued.

          The parties hereto acknowledge that (1) the
resolutions of the Board of Directors of the Company
described in paragraph (v) of this subsection (b) with
respect to the Transaction Documents, the Availability
Agreement and the Collateral Trust Indenture and (2) all
approvals, consents and other documents described in
paragraph (vi) of this subsection (b) with respect to the
Transaction Documents and the Financing Documents were
previously delivered in 1988 to the banks party to the
original Reimbursement Agreement dated as of December 1,
1988 and that such documents will not be required to be
redelivered in connection with this Agreement.

          (c)  The following statements shall be true and
correct on the Date of Issuance of the Letters of Credit and
the Administrating Bank and each Bank shall have received on
such Date of Issuance certificates signed by duly authorized
officers of the Company dated such Date of Issuance, stating
that:

          (i) the representations and warranties contained
     in Section 10 hereof are correct on and as of such Date
     of Issuance as though made on and as of such date; and

          (ii) no Reimbursement Default, Prepayment Event,
     Event of Default, Indenture Event of Default, Event of
     Loss or Deemed Loss Event shall have occurred and be
     continuing and no Reimbursement Default, Prepayment
     Event, Event of Default, Indenture Event of Default,
     Event of Loss or Deemed Loss Event shall result from
     the issuance of the Letters of Credit.

          (d)  On or before the Date of Issuance of the
Letters of Credit:

          (i) each of the Transaction Documents and the
     Collateral Agreements shall have been duly authorized
     and executed by the respective parties thereto and
     shall be in full force and effect;

          (ii) the Administrating Bank shall have received
     executed copies (or duplicates thereof) of each of such
     Transaction Documents and Collateral Agreements, each
     of which shall be in form and substance satisfactory to
     the Administrating Bank and the Banks;

          (iii) all conditions precedent to the Closing set
     forth in Section 5(b) of the Participation Agreements
     executed by the Owner Participants to which such
     Letters of Credit are to be issued shall have been
     fulfilled (other than those conditions requiring
     issuance of such Letters of Credit and delivery of
     opinions with respect thereto by counsel to the Funding
     Bank);

          (iv) each Owner Participant shall have delivered
     its letter of credit issued to it on or as of
     December 17, 1993, in connection with the second
     amendment to the Original Reimbursement Agreement to
     the Funding Bank for cancellation together with a duly
     executed request for cancellation in the form of
     Exhibit 7 to such letter of credit;

          (v) the Purchase Documents (as such term is
     defined in the Participation Agreements executed by the
     Owner Participants to which such Letters of Credit are
     to be issued) shall have been delivered to the Owner
     Trustee; and

          (vi) all Fees required to be paid pursuant to
     Section 3 on the Closing Date shall have been received
     by the Administrating Bank, the Funding Bank and the
     other Participating Banks, as applicable.

          The parties hereto acknowledge that (1) the
Transaction Documents described in paragraph (ii) of this
subsection (d) and (2) the Purchase Documents described in
paragraph (v) of this subsection (d) were previously
delivered in 1988 to the Administrating Bank or the Owner
Trustee, respectively, and that such documents will not be
required to be redelivered to such parties in connection
with this Agreement.

          (e)  On the Date of Issuance of the Letters of
Credit, the full power operating license issued for Unit 1
by the Nuclear Regulatory Commission shall be in full force
and effect.

          (f)  Conditions Precedent to EOL Term Advances.
The obligation of each Participating Bank to make an EOL
Term Advance shall be subject to the conditions precedent
that, on the date of such EOL Term Advance, the following
statements shall be true and the Administrating Bank shall
have received a certificate of a duly authorized officer of
the Company, dated the date of such EOL Term Advance stating
that:

          (i) the representations and warranties contained
     in Section 10 of this Agreement are true and correct in
     all material respects on and as of the date of such EOL
     Term Advance, before and after giving effect to such
     EOL Term Advance and to the application of the proceeds
     therefrom, as though made on and as of such date; and

          (ii) no event has occurred and is continuing, or
     would result from such Advance, that constitutes an
     Event of Default, Reimbursement Default, Prepayment
     Event or Indenture Event of Default.

          (g)  Conditions Precedent to DLE Term Advances.
The obligation of each Participating Bank to make any DLE
Term Advance shall be subject to the conditions precedent
that, on the date of such DLE Term Advance, the following
statements shall be true and the Administrating Bank shall
have received a certificate of a duly authorized officer of
the Company, dated the date of such DLE Term Advance stating
that:

          (i) the representations and warranties contained
     in Section 10 of this Agreement are true and correct in
     all material respects on and as of the date of such DLE
     Term Advance, before and after giving effect to such
     DLE Term Advance and to the application of the proceeds
     therefrom, as though made on and as of such date; and

          (ii) no event has occurred and is continuing, or
     would result from such Advance, that constitutes an
     Event of Default, a Reimbursement Default, Prepayment
     Event or Indenture Event of Default.

          SECTION 8.  Adjustment of Maximum Drawing Amounts
and Maximum Available Credit Amounts; Terms of Drawing.  The
Maximum Drawing Amount and Maximum Available Credit Amount
applicable to a given Letter of Credit shall be subject to
modification as specified in such Letter of Credit and
drawings under each Letter of Credit shall be subject to the
other terms and conditions set forth in such Letter of
Credit.  If an Owner Participant exercises its right under
Paragraph 5 of the Letter of Credit to revise Schedule II
thereto, the Funding Bank shall notify the Administrating
Bank of such event and will provide to the Administrating
Bank a copy of such revised Schedule, and the Administrating
Bank shall provide copies of such Schedule to the
Participating Banks.

          SECTION 9.  Obligations Absolute.  The payment
obligations of the Company under this Agreement shall be
absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this
Agreement, under all circumstances whatsoever, including,
without limitation, the following circumstances:

          (a) any lack of validity or enforceability of any
     Letter of Credit, this Agreement, any of the Transac
     tion Documents, Collateral Agreements or any of the
     Financing Documents;

          (b) any amendment or waiver of or any consent to
     departure from all or any of the Letters of Credit,
     this Agreement, any of the Transaction Documents,
     Collateral Agreements or any of the Financing Docu
     ments;

          (c) the existence of any claim, setoff, defense or
     other rights which the Company may have at any time
     against any of the Owner Participants or the Owner
     Trustee, the Funding Bank, the Administrating Bank, any
     Participating Bank, or any other Person or entity,
     whether in connection with this Agreement, the Trans
     action Documents, the Financing Documents or any other
     documents contemplated hereby or thereby or any unre
     lated transactions; provided that nothing herein shall
     prevent the assertion of any such claim by separate
     suit or compulsory counterclaim;

          (d) any statement or any other document presented
     under any Letter of Credit proving to be forged,
     fraudulent, invalid or insufficient in any respect or
     any statement therein being untrue or inaccurate in any
     respect whatsoever;

          (e) payment by the Funding Bank under any Letter
     of Credit against presentation of a draft or certifi
     cate which does not comply with the terms of such
     Letter of Credit; or

          (f) any other circumstance or happening whatso
     ever, whether or not similar to any of the foregoing.

          SECTION 10.  Representations and Warranties.  The
Company represents and warrants as follows:

          (a)  Corporate Existence and Power.  It is a
corporation duly incorporated, validly existing and in good
standing under the laws of the State of Arkansas, is duly
qualified to do business as a foreign corporation in and is
in good standing under the laws of the State of Mississippi
and each other state in which the ownership of its proper
ties or the conduct of its business makes such qualification
necessary except where the failure to be so qualified would
not have a material adverse effect on its business or
financial condition or its ability to perform its obliga
tions under this Agreement, the Transaction Documents or the
Collateral Agreements to which it is a party, and has all
corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on
its business as now conducted.

          (b)  Corporate Authorization.  The execution,
delivery and performance by it of this Agreement and each
Transaction Document and Collateral Agreement to which it is
a party, have been duly authorized by all necessary
corporate action on its part and do not, and will not,
require the consent or approval of its shareholders, or any
trustee or holder of any Indebtedness or other obligation of
it.  Certain authorizations, consents and approvals are
required to be and will have been obtained, given or
accomplished on or before the Refunding Date in connection
with the Refunding Loans and Financing Documents.

          (c)  No Violation, etc.  Neither the execution,
delivery or performance by it of this Agreement or any
Transaction Document or Collateral Agreement to which it is
a party, nor the consummation by it of the transactions
contemplated hereby or thereby, nor compliance by it with
the provisions hereof or thereof, conflicts or will conflict
with, or results or will result in a breach or contravention
of any of the provisions of its charter or by-laws or any
Applicable Law, or any indenture, mortgage, lease or any
other agreement or instrument to which it or any of its
Affiliates is a party or by which its property or the
property of any of its Affiliates is bound, or results or
will result in the creation or imposition of any Lien (other
than Liens permitted under Section 12(e) hereof) upon any of
its property or the property of any of its Affiliates.
There is no provision of its charter or by-laws, or any
Applicable Law, or, except as disclosed in the Disclosure
Documents, any such indenture, mortgage, lease or other
agreement or instrument which materially adversely affects,
or in the future is likely (so far as it can now foresee) to
materially adversely affect, its business, operations,
affairs, condition, properties or assets.  There is no
provision of its charter or by-laws, or any Applicable Law,
or any such indenture, mortgage, lease or other agreement or
instrument which materially adversely affects, or in the
future is likely (so far as it now can foresee) to
materially adversely affect its ability to perform its
obligations under this Agreement or any Transaction
Document, Collateral Agreement or Financing Document to
which it is, or is to become, a party.

          (d)  Governmental Actions.  No Governmental Action
is or will be required in connection with (a) the execution,
delivery or performance by it, or the consummation by it of
the transactions contemplated by this Agreement or any
Transaction Document or Financing Document to which it is,
or is to become, a party, or Sections 1.3 and 1.4 of the
Supplementary Capital Funds Agreement or Section 2.2(b) of
the Availability Agreement Assignment, or (b) the execution
and delivery of the Collateral Agreements, except such
Governmental Actions (i) as have been, or on or before the
Closing Date, in the case of this Agreement, the Transaction
Documents and the Collateral Agreements, or the Refunding
Date, in the case of the Financing Documents, will have
been, duly obtained, given or accomplished, (ii) as may be
required under existing Applicable Law to be obtained, given
or accomplished from time to time after the Closing Date in
connection with the maintenance, use, possession or opera
tion of Grand Gulf or otherwise with respect to Grand Gulf
and its involvement therewith and which are, for Unit 1,
routine in nature and which it has no reason to believe will
not be timely obtained, and (iii) as may be required under
Applicable Law not now in effect.  No Governmental Action by
any Governmental Authority, (I) under the Securities Act,
the Securities Exchange Act, the Trust Indenture Act, the
Federal Power Act, the Atomic Energy Act, the Nuclear Waste
Act, the Holding Company Act, Title 77 of the Mississippi
Code of 1972, Subtitle 1 of Title 23 of the Arkansas Code of
1987, Title 45 of the Revised Code of Louisiana of 1957, or
(II) relating to energy or nuclear matters, public
utilities, the environment, or health and safety in
connection with Grand Gulf is or will be required (a) in
connection with the participation by the Administrating Bank
or any Bank in the consummation of the transactions contem
plated by this Agreement, or in connection with the partici
pation by the Owner Trustee, the Indenture Trustee, any
Owner Participant, or any Loan Participant in the consum
mation of the transactions contemplated by the Transaction
Documents, the Collateral Agreements, or the Financing
Documents or (b) to be obtained by any of such Persons
during the Lease Term, except such Governmental Actions of
the character previously referred to in this sentence (i) as
have been, or on or before the date hereof, in the case of
this Agreement, the Transaction Documents and the Collateral
Agreements, or the Refunding Date, in the case of any
Refunding Loan or any Financing Documents, will have been,
duly obtained, given or accomplished, (ii) as may be re
quired by Applicable Law not now in effect, (iii) as may be
required in consequence of any transfer of ownership of any
Note or Bond by the Holder thereof, the beneficial interest
in the Trust by any Owner Participant, or any of the Undi
vided Interests by the Owner Trustee, (iv) as may be
required in consequence of the issuance, sale or exchange
and delivery of any obligations issued under and pursuant to
any Collateral Trust Indenture, (v) as would be required by
Applicable Law existing on any of the Lease Termination
Dates in connection with taking possession of an interest in
Unit 1, (vi) as may be required by existing Applicable Law
if, after any of the Lease Termination Dates, the Company
should redeliver any Undivided Interest to the Owner Trustee
pursuant to Section 5(a) of any of the Facility Leases or
provide transmission services for the Owner Trustee and sell
the Retained Assets to the Owner Trustee as provided under
any of the Assignment and Assumption Agreements, or (vii) as
may be required in consequence of any exercise of remedies
or other rights by any such Person under Section 16 of any
of the Facility Leases.  None of the Governmental Actions
referred to in clause (i) of the first sentence of this
Section 10(d) or in clause (b)(i) of the second sentence of
this Section 10(d) are the subject of appeal or reconsidera
tion or other review, and, except for the Order of the SEC
pursuant to the Holding Company Act and the order of the NRC
under the Atomic Energy Act, regarding the transactions
contemplated hereby, the time in which to make an appeal or
request the review or reconsideration of any such Govern
mental Action has expired without any appeal or request for
review or reconsideration having been taken or made.

          (e)  Execution and Delivery.  This Agreement, the
Collateral Agreements and the Transaction Documents to which
it is a party have been duly executed and delivered by it,
and this Agreement and each such Transaction Document and
Collateral Agreement is the legal, valid and binding
obligation of it enforceable against it in accordance with
its terms, subject, however, to the application by a court
of general principles of equity and to the effect of any
applicable bankruptcy, insolvency, reorganization, morato
rium or similar laws affecting creditors' or lessors' rights
generally.

          (f)  Litigation.  Except as disclosed in the
Disclosure Documents, there is no pending or threatened
action or proceeding affecting the Company, Entergy, EAI,
EMI, ELI, ENOI or any Significant Operating Company or
Significant Operating Group before any court, governmental
agency or arbitrator, as to which there is a reasonable
possibility of an adverse determination that could affect
the validity of this Agreement, any of the Transaction
Documents, the Collateral Agreements or the UPSA, or
materially and adversely affect any of the related
transactions, or as to which there is a reasonable likeli
hood of an adverse determination that could materially and
adversely affect the financial condition, business, proper
ties, operations, or prospects of the Company or it and its
Subsidiaries taken as a whole.

          (g)  Material Adverse Change.  The consolidated
balance sheets of the Company, Entergy and each of EAI, EMI,
ELI, and ENOI as at December 31, 1995, and the related
consolidated statements of income, retained earnings and
changes in financial position certified by Coopers &
Lybrand, independent public accountants, and the most recent
consolidated balance sheets of such companies and the
related consolidated statements of income and changes in
financial position which have been furnished to each Bank,
present fairly the consolidated financial position of such
companies as at such dates and the consolidated results of
the operations of such companies for the periods ended on
such dates, in accordance with generally accepted accounting
principles consistently applied.  Since December 31, 1995,
there has been no material adverse change in its
consolidated financial condition, business, properties,
operations or prospects of (i) the Company or (ii) Entergy
and its Subsidiaries taken as a whole, except as disclosed
in the Disclosure Documents to the parties hereto prior to
the execution of this Agreement.

          (h)  Employee Benefit Plans.  The Company and each
of its ERISA Affiliates is in compliance in all material
respects with the applicable provisions of ERISA and the
regulations and published interpretations thereunder.  No
Reportable Event has occurred as to which the Company or any
ERISA Affiliate was required to file a report with the PBGC,
and the present value of all benefit liabilities under each
Plan (based on those assumptions used to fund such Plan) did
not, as of the last annual valuation date applicable
thereto, exceed by a material amount the value of the assets
of such Plan.  Neither the Company nor any ERISA Affiliate
has incurred any Withdrawal Liability that materially
adversely affects the financial condition of the Company and
its ERISA Affiliates taken as a whole.  Neither the Company
nor any ERISA Affiliate maintains or contributes to a
Multiemployer Plan.

          (i)  Taxes.  The Company, Entergy, and each of
EAI, EMI, ELI and ENOI and each Subsidiary thereof has filed
all tax returns (Federal, state and local) required to be
filed and paid all taxes shown thereon to be due, including
interest and penalties, or provided adequate reserves for
payment thereof other than such taxes that the Company or
such Subsidiary is contesting in good faith by appropriate
legal proceedings.

          (j)  UPSA.  The UPSA is in full force and effect.

          SECTION 11.  Affirmative Covenants.  The Company
agrees that during the term of this Agreement it will:

          (a)  Preservation of Corporate Existence, etc.
(i)  Without limiting the right of the Company to merge with
or into or consolidate with or into any other corporation or
entity in accordance with the provisions of Section 12(b)
hereof, preserve and maintain its corporate existence in the
state of its incorporation and qualify and remain qualified
as a foreign corporation in each jurisdiction in which such
qualification is reasonably necessary in view of its busi
ness and operations or the ownership of its properties and
(ii) preserve, renew and keep in full force and effect the
rights, privileges and franchises necessary or desirable in
the normal conduct of its business.

          (b)  Compliance with Laws, etc.  Comply, and cause
each of its subsidiaries to comply, in all material respects
with all applicable laws, rules, regulations, and orders of
any governmental authority, the noncompliance with which
would materially and adversely affect the business or con
dition of it and its Subsidiaries, taken as a whole, such
compliance to include, without limitation, paying before the
same become delinquent all material taxes, assessments and
governmental charges imposed upon it or upon its property,
except to the extent compliance with any of the foregoing is
then being contested in good faith.

          (c)  Maintenance of Insurance, etc.  Maintain, and
cause each of its Subsidiaries to maintain insurance with
responsible and reputable insurance companies or associa
tions or through its own program of self-insurance in such
amounts and covering such risks as is usually carried by
companies engaged in similar businesses and owning similar
properties in the same general areas in which the Company
operates and furnish to the Administrating Bank, within a
reasonable time after written request therefor, such infor
mation as to the insurance carried as the Administrating
Bank may reasonably request.

          (d)  Inspection Rights.  At any reasonable time
and from time to time as the Administrating Bank or any Par
ticipating Bank may reasonably request, (i) permit the
Administrating Bank or such Participating Bank or any agents
or representatives thereof to visit the properties of the
Company and any of its Subsidiaries, and to discuss the
affairs, finances and accounts of the Company and any of its
Subsidiaries with any of their respective officers, and
(ii) provide reasonable access to the financial records of
the Company and any of its Subsidiaries which are generally
made available to the Company's other bank creditors; pro
vided, however, that the Company reserves the right to
restrict access to any of its generating facilities in
accordance with reasonably adopted procedures relating to
safety and security.  The Administrating Bank and each Par
ticipating Bank agree to use reasonable efforts to ensure
that any information concerning the Company or any of its
Subsidiaries obtained by the Administrating Bank or such
Participating Bank pursuant to this Section which is not
contained in a report or other document filed with the SEC
which is publicly available, distributed by the Company to
its security holders or otherwise generally available to the
public, will, to the extent permitted by law and except as
may be required by valid subpoena or in the normal course of
the Administrating Bank's or such Participating Bank's
business operations (which shall include such Participating
Bank's sharing of its liability under the Letters of Credit
with other banks), be treated confidentially by the Adminis
trating Bank or such Bank and will not be distributed or
otherwise made available by the Administrating Bank or such
Participating Bank to any Person, other than the Adminis
trating Bank's or such Bank's employees, authorized agents
or representatives.

          (e)  Keeping of Books.  Keep, and cause each
Subsidiary to keep, proper books of record and account in
which entries shall be made of all financial transactions
and the assets and business of the Company and each of its
Subsidiaries in accordance with generally accepted account
ing principles.

          (f)  Maintenance of Properties.  Maintain and
preserve, and cause each of its Subsidiaries to maintain and
preserve, all of its properties which are used or which are
useful in the conduct of its business in good working order
and condition, ordinary wear and tear excepted, it being
understood that this covenant relates only to the good
working order and condition of such properties and shall not
be construed as a covenant of the Company or any of its
Subsidiaries not to dispose of such properties by sale,
lease, transfer or otherwise.

          (g)  Reporting Requirements.  Furnish, or cause to
be furnished, to the Administrating Bank, with sufficient
copies for each Bank, the following:

          (i) within five days after an officer has knowl
     edge about the occurrence of a Reimbursement Default or
     Prepayment Event or an Event of Default or an Indenture
     Event of Default, the statement of an authorized
     officer of the Company setting forth details of such
     Reimbursement Default or Prepayment Event or Event of
     Default or Indenture Event of Default and the action
     which the Company has taken or proposes to take with
     respect thereto;

          (ii) promptly after the sending or filing thereof
     and, with respect to Reports on Form 10-Q in any event
     within 60 days after the close of each of the first
     three quarters in each fiscal year, copies of all
     reports which the Company or Entergy sends to its
     securityholders generally, and copies of all reports on
     Form 10-K, Form 10-Q or Form 8-K which any such company
     or any of its respective Subsidiaries files with the
     SEC;

          (iii) as soon as available and in any event within
     120 days after the end of each fiscal year of the
     Company, Entergy, and each Operating Company, a copy of
     the annual report in the form required for reporting to
     the SEC for such year for such company and its Subsidi
     aries, containing financial statements for such year
     accompanied by an opinion of Coopers & Lybrand or other
     independent public accountants of recognized national
     standing;

          (iv) concurrently with the delivery of the finan
     cial statements specified in clauses (ii) and (iii)
     above, a certificate of the chief financial officer,
     treasurer, assistant treasurer or controller of the
     Company (A) stating whether he has any knowledge of the
     occurrence at any time prior to the date of such
     certificate of any Reimbursement Default or Prepayment
     Event or Event of Default or an Indenture Event of
     Default not theretofore reported pursuant to the provi
     sions of paragraph (i) of this subsection (g) or of the
     occurrence at any time prior to such date of any such
     Reimbursement Default or Prepayment Event or Event of
     Default or an Indenture Event of Default, except
     Reimbursement Defaults or Prepayment Events or Events
     of Default or Indenture Events of Default theretofore
     reported pursuant to the provisions of paragraph (i) of
     this subsection (g) and remedied, and, if so, stating
     the facts with respect thereto, and (B) setting forth
     in a true and correct manner, the calculation of the
     ratios required by Sections 12(f) and (g) hereof, as of
     the date of the most recent financial statements
     accompanying such certificate, to show the Company's
     compliance with or the status of the financial cove
     nants contained herein; and

          (v) such other information respecting the condi
     tion or operations, financial or otherwise, of the
     Company or any of its Subsidiaries, including, without
     limitation, copies of all reports and registration
     statements which the Company or any Subsidiary files
     with the SEC or any national securities exchange, as
     the Administrating Bank or any Bank may from time to
     time reasonably request.

          (h)  ERISA.  (i)  Comply in all material respects
with the applicable provisions of ERISA and (ii) furnish to
the Administrating Bank (a) as soon as possible, and in any
event within 30 days after any officer of the Company or any
ERISA Affiliate knows or has reason to know that any
Termination Event (other than one described in clause (v) of
such defined term) has occurred that alone or together with
any other such Termination Event could reasonably be
expected to result in liability of the Company to the PBGC
in an aggregate amount exceeding $20,000,000, a statement of
an officer setting forth details as to such Termination
Event and the action that the Company proposes to take with
respect thereto, together with a copy of the notice of such
Termination Event, if any, given to the PBGC, (b) promptly
after receipt thereof, a copy of any notice the Company or
any ERISA Affiliate may receive from the PBGC relating to
the intention of the PBGC to terminate any Plan or Plans
(other than a Plan maintained by an ERISA Affiliate which is
considered an ERISA Affiliate only pursuant to subsec
tion (m) or (o) of Code Section 414) or to appoint a trustee
to administer any such Plan, and (c) within 10 days after
the due date for a filing with the PBGC pursuant to Sec
tion 412(n) of the Code of a notice of failure to make a
required installment or other payment with respect to a
Plan, a statement of an officer setting forth details as to
such failure and the action that the Company proposes to
take with respect thereto, together with a copy of such
notice given to the PBGC.

          SECTION 12.  Negative Covenants.  The Company
agrees that, during the term of this Agreement, it will not:

          (a)  Sales, etc., of Assets.  Except in the
ordinary course of business, sell, lease, assign, transfer,
or otherwise dispose of or permit any of its Subsidiaries to
sell, lease, assign, transfer, or otherwise dispose of the
assets of the Company or its Subsidiaries (whether in one
transaction or in a series of transactions) provided,
however, that (i) the Company may sell and leaseback the
undivided interest in Unit 1 as contemplated by the Trans
action Documents, (ii) the Company or a Subsidiary thereof
may sell and leaseback nuclear fuel under either capitalized
or noncapitalized leases; (iii) the Company or a Subsidiary
thereof may, as part of an industrial development revenue
bond financing of pollution control facilities constituting
part of Grand Gulf, sell, lease or otherwise transfer and
leaseback (or repurchase pursuant to a conditional sale or
other installment sale contract) such facilities; (iv) the
Company or a Subsidiary thereof may sell, assign, transfer
or otherwise dispose of undivided interests in Grand Gulf if
such transactions are for the purpose of complying with an
order or orders of a governmental body having jurisdiction
in the premises or for the purpose of complying with the
conditions of any construction permits issued to the Company
or a Subsidiary thereof by the Nuclear Regulatory Commis
sion, provided that (A) payment for any such transaction
shall be in cash or its equivalent and (B) each co-owner
shall have waived any right it might have had to require any
participation or division of Grand Gulf during the useful
life of Grand Gulf and shall have entered into an agreement
with the Company or a Subsidiary thereof for the joint
operation of Grand Gulf specifying, among other things, that
it will share responsibility for the operating costs of
Grand Gulf and that the Company or a Subsidiary thereof
shall remain responsible for the operation of Grand Gulf;
and provided further that the conditions specified in the
foregoing clause (B) shall be deemed modified by any con
trary requirements of the Nuclear Regulatory Commission;
(v) the Company or a Subsidiary thereof may sell and lease
back assets (up to $500 million in aggregate proceeds
received) under either capitalized or noncapitalized leases;
and (vi) the Company or a Subsidiary thereof may sell
accounts receivable in the ordinary course of business.

          (b)  Mergers, etc.  Merge with or into or consoli
date with or into any other corporation or entity, or permit
any of its Subsidiaries to do so unless (i) immediately
after giving effect thereto, no event shall occur and be
continuing which constitutes a Reimbursement Default or
Prepayment Event, (ii) the consolidation or merger shall not
materially and adversely affect the ability of such Company
(or its successor by merger or consolidation as contemplated
by clause (iii) of this Section 12(b)) to perform its
obligations hereunder or under any of the Transaction
Documents, Collateral Agreements or Financing Documents,
(iii) in the case of any merger or consolidation to which
the Company is a party, the corporation or entity formed by
such consolidation or into which the Company shall be merged
shall (A) assume the Company's obligations under this
Agreement, the Collateral Agreements, the Transaction
Documents, and the Financing Documents in a writing
satisfactory in form and substance to the Required Banks,
and (B) provide to the Banks an opinion to the effect that
the instrument of assumption complies with the terms hereof
and constitutes a valid, legally binding and enforceable
obligation of such corporation or entity.

          (c)  Assignment or Modification of Transaction
Documents, Collateral Agreements or Financing Documents.
(i)  Enter into any assignment of its obligations under any
of the Transaction Documents or Financing Documents (except
as contemplated herein or therein), without first obtaining
the express prior written consent of the Required Banks
thereto, (ii) cancel, terminate and supplement, modify,
waive or consent to any cancellation, termination,
amendment, supplement of modification (each, a
"Modification") of any of the Transaction Documents or
Financing Documents or any provisions thereof unless it has
given the Banks prior notice thereof, and if such
modification could materially and adversely affect the
Required Banks' rights and interests hereunder or the
ability of the Company to perform its obligations hereunder,
the Required Banks have given their prior written consent
within 15 Business Days and (iii) except as otherwise
provided herein, enter into any Modification of any of the
Collateral Agreements or this Section 12(c) without first
obtaining the prior written consent of all Participating
Banks.

          (d)  Cessation of Operations.  Cease operating
Unit 1 if a cheaper source of energy is available unless
both (i) the marginal cost of energy at Unit 1 is greater
than the cost of purchasing energy from other available
sources and (ii) the cessation of operation of Unit 1 would
not result, or reasonably be expected to result, in the
cessation of allocations of capacity charges under the UPSA
or the removal of Unit 1 from the FERC jurisdictional rate
base.

          (e)  Liens.  Create, assume or suffer to exist any
Lien upon any of its assets, now owned or hereafter ac
quired, securing any Indebtedness or other obligation
except:  (i) Liens existing on the date of execution and
delivery of this Agreement, (ii) Liens established under the
Mortgage, and any successor or general and refunding mort
gage so long as provision is made that no further bonds may
be issued under any predecessor mortgage except to secure
bonds issued under the then current successor or general and
refunding mortgage (iii) Liens contemplated to be granted by
the Company or the Owner Trustee pursuant to Section 2.1 of
the Indenture, (iv) Liens contemplated to be granted by the
Company to the Owner Participant pursuant to the Partici
pation Agreement, (v) Liens securing sale and leaseback
transactions permitted under Section 12(a)(v) hereof,
(vi) Liens on nuclear fuel securing sale and leaseback
transactions involving such nuclear fuel, (vii) assignments
of the Capital Funds Agreement permitted by the Supplemen
tary Capital Funds Agreement, (viii) assignments of the
Availability Agreement permitted by the Availability Agree
ment Assignment, (ix) deposits or pledges to secure the
payment of workmen's compensation, unemployment insurance,
old age pensions or other social security benefits or
obligations; (x) mechanics', materialmen's, warehousemen's,
carriers' or other like liens arising in the ordinary course
of business securing obligations which are not overdue for a
period longer than 30 days, or which are being contested by
the Company in good faith and as to which adequate reserves
shall have been set aside on the books of the Company;
(xi) Liens incurred or created in connection with or to
secure the performance of bids, tenders, contracts (other
than for the payment of money), leases, statutory
obligations, surety bonds or appeal bonds, and other liens
of like nature incurred or created in the ordinary course of
business; (xii) Liens created or incurred in connection with
industrial development revenue bond financing of pollution
control facilities constituting part of Grand Gulf, provided
that any proceeds received by the Company as a result of
such financing (after deducting any costs and expenses
incurred in connection therewith) are applied either to pay
or prepay Indebtedness or to pay the construction costs of
Grand Gulf; (xiii) purchase money liens on property
purchased or acquired, not to exceed in the aggregate the
principal amount of $20,000,000, provided that (A) the
aggregate of the liens pertaining to such property may not
exceed sixty-five percentum (65%) of the cost or fair value,
whichever is less, of such property at the time of
acquisition, and (B) each such lien shall apply only to such
property originally subject thereto plus improvements;
(xiv) Liens of financing agencies or other persons providing
financing on any part of Grand Gulf which is reacquired by
the Company following a default by an owner thereof under
any agreement for joint operation of Grand Gulf referred to
in subsection 12(a)(iv) hereof; (xv) Liens on the UPSA, or
the right to receive any payments thereunder, if, but only
if, the Administrating Bank shall have a valid and perfected
first priority security interest in the UPSA and the rights
to receive payment thereunder pro rata and pari passu with
any other secured party; and (xvi) Excepted Encumbrances.

          (f)  Maintenance of Consolidated Equity.
(i)  Permit at any time Consolidated Equity to be less than
33% of (A) Consolidated Capitalization plus (B) Short-Term
Debt in excess of 10% of Consolidated Capitalization, and
(ii) permit at any time Consolidated Common Equity to be
less than 29% of (A) Consolidated Capitalization plus
(B) Short-Term Debt in excess of 10% of Consolidated
Capitalization.

          (g)  Fixed Charge Ratio.  Permit with respect to
each fiscal quarter (determined as of the last day of such
fiscal quarter) a Fixed Charge Ratio to be less than 1.60.
"Fixed Charge Ratio" with respect to any fiscal quarter
shall mean the ratio of (A) the sum of (v) consolidated net
income of the Company and its Subsidiaries for the 12-month
period ended on the last day of such fiscal quarter plus (or
minus) (w) all extraordinary items deducted (or added) in
determining said net income plus (x) all income taxes
deducted in determining said net income minus (y) income tax
credits added in determining said net income plus (z) the
sum of (i) all interest expense in respect of Indebtedness
of the Company and its Subsidiaries deducted in determining
said net income and (ii) the interest element of rental
payments deducted in determining such net income under
operating lease obligations of the Company and its Subsidi
aries during such 12-month period as shown in their respec
tive financial statements or notes thereto (the aggregate
interest expense and interest element of rental payments
described in this clause (z) being referred to as "Interest
Expense") to (B) Interest Expense for such fiscal quarter.

          SECTION 13.  Reimbursement Events of Default;
Prepayment Events.  The following events shall be
"Reimbursement Events of Default" hereunder unless waived by
the Required Banks pursuant to Section 14 hereof:

          (i) the Company shall (a) fail to pay when due any
     amount payable under Section 2 hereunder, or (b) fail
     to pay any amount payable under Section 3 hereof within
     5 Business Days after the same shall become due; or

          (ii) the Company shall violate any covenant con
     tained in Section 12 hereof, except for violations
     resulting from an involuntary lien under Section 12(e)
     hereof; or

          (iii) the Company shall fail to observe or perform
     any covenant contained in Section 11(g)(i) hereof; or

          (iv) the Company shall fail to make, or cause to
     be made, after the passage of any applicable grace
     period, any payment or payments specified in
     Section 15(i) of any of the Facility Leases; or

          (v) the Company shall fail to observe or perform
     any covenant or agreement contained in this Agreement
     (other than those covered by clauses (i), (ii) and
     (iii) above) for 30 days after written notice thereof
     has been given to the Company by the Administrating
     Bank or any Bank; or

          (vi) any representation, warranty, certification
     or statement made by the Company in this Agreement or
     in any certificate, financial statement or other
     document delivered pursuant to this Agreement shall
     prove to have been incorrect or misleading in any
     material respect when made; or

          (vii) any material provision of this Agreement
     shall at any time for any reason cease to be valid and
     binding upon the Company, or shall be declared to be
     null and void, or the validity or enforceability
     thereof shall be contested by the Company or any
     governmental agency or authority, or the Company shall
     deny that it has any or further liability or obligation
     under this Agreement; or

          (viii) (a) the Company or any Subsidiary of the
     Company shall fail to make any payment of any amount in
     respect of any Obligations, or to make any payment of
     any interest or premium thereon, when due (whether by
     scheduled maturity, required prepayment, acceleration,
     demand or otherwise) and such failure shall continue
     after the applicable grace period, if any, specified in
     such agreement or instrument relating to such Obliga
     tions;

          (b) any other default under any agreement or
     instrument relating to any Obligations of the Company
     or any Subsidiary of the Company, or any other event,
     shall occur and shall continue after the applicable
     grace period, if any, specified in such agreement or
     instrument, if the effect of such default or event is
     to accelerate, (other than by a specified mandatory
     redemption provision in connection with pollution
     control bonds unrelated to any default or event of
     default with respect thereto), the maturity of any such
     Obligations and if the total of all such Obligations
     which (x) have become due and not been paid under
     clause (viii)(a) and (y) have been accelerated under
     this clause (viii)(b) shall exceed $10,000,000 in the
     aggregate;

          (c) if any EOL Term Advances or DLE Term Advances
     are outstanding, Entergy shall fail to make any payment
     of any amount in respect of any of its Obligations the
     aggregate principal amount of which is greater than
     $25,000,000, or to make any payment of any interest or
     premium thereon, when due (whether by scheduled
     maturity, required prepayment, acceleration, demand or
     otherwise) and such failure shall continue after the
     applicable grace period, if any, specified in such
     agreement or instrument relating to such Obligations;

          (d) if any EOL Term Advances or DLE Term Advances
     are outstanding, any other default under any agreement
     or instrument relating to any Obligations of Entergy
     the aggregate principal amount of which is greater than
     $25,000,000, or any other event, shall occur and shall
     continue after the applicable grace period, if any,
     specified in such agreement or instrument, if the
     effect of such default or event is to accelerate,
     (other than by a specified mandatory redemption
     provision in connection with pollution control bonds
     unrelated to any default or event of default with
     respect thereto), the maturity of any Obligations and
     if the total of all such Obligations which (x) have
     become due and not been paid under clause (viii)(c) and
     (y) have been accelerated under this
     clause (viii)(d) shall exceed $25,000,000 in the
     aggregate; or

          (e) any Obligations of the Company or any
     Subsidiary of the Company the aggregate principal
     amount of which is greater than $10,000,000, or if any
     EOL Term Advances or DLE Term Advances are outstanding,
     any Obligations of Entergy the aggregate principal
     amount of which is greater than $25,000,000, in any
     case shall be declared due and payable, or required to
     be prepaid (other than by a regularly scheduled
     required prepayment or a specified mandatory redemption
     provision in connection with pollution control bonds
     unrelated to any default or event of default with
     respect thereof) prior to the stated maturity thereof;
     or

          (ix) an involuntary proceeding shall be commenced
     or an involuntary petition shall be filed in a court of
     competent jurisdiction seeking (a) relief in respect of
     the Company, any Significant Operating Company or
     Significant Operating Group or of a substantial part of
     its or their property or assets, under Title 11 of the
     United States Code, as now constituted or hereafter
     amended, or any other Federal or state bankruptcy,
     insolvency, receivership or similar law, (b) the
     appointment of a receiver, trustee, custodian, seques
     trator, conservator or similar official for such
     company or group, or for a substantial part of its or
     their property or assets, or (c) the winding-up or
     liquidation of the Company or any Significant Operating
     Company or Significant Operating Group; and such
     proceeding or petition shall continue undismissed for
     60 days, or an order or decree approving or ordering
     any of the foregoing shall be entered; or

          (x) the Company or any Significant Operating
     Company or Significant Operating Group shall (a) volun
     tarily commence any proceeding or file any petition
     seeking relief under Title 11 of the United States
     Code, as now constituted or hereafter amended, or any
     other Federal or state bankruptcy, insolvency, receiv
     ership or similar law, (b) consent to the institution
     of, or fail to contest in a timely and appropriate
     manner, any proceeding or the filing of any petition
     described in (ix) above, (c) apply for or consent to
     the appointment of a receiver, trustee, custodian,
     sequestrator, conservator or similar official for such
     company or companies, or for a substantial part of its
     or their property or assets, (d) file an answer admit
     ting the material allegations of a petition filed
     against it or them in any such proceeding, (e) make a
     general assignment for the benefit of creditors,
     (f) become unable, admit in writing its or their
     inability or fail generally to pay its or their debts
     as they become due or (g) take any action for the
     purpose of effecting any of the foregoing; or

          (xi) any judgment or order for the payment of
     money exceeding any applicable insurance coverage by
     more than $10,000,000 shall be rendered against the
     Company or any Subsidiary of the Company and shall
     remain undischarged or unstayed for 30 days and
     enforcement proceedings shall have been commenced by
     any creditor upon such judgment or order; or

          (xii) within 30 days after the reporting of any
     Termination Event to the Administrating Bank, the
     Administrating Bank shall have notified the Company in
     writing that the Required Banks have made a reasonable
     determination that, on the basis of such Termination
     Event, the financial condition of the Company is, or
     could reasonably be expected to become, materially and
     adversely affected; or

          (xiii) this Agreement or any Collateral Agreement
     shall for any reason cease to be, or be asserted by
     either the Company, Entergy, or any Operating Company
     not to be, a legal, valid and binding obligation of the
     Company, Entergy or the Operating Companies,
     enforceable in accordance with its terms, or the
     security interest or lien purported to be created by
     any Collateral Agreement shall for any reason cease to
     be, or be asserted by the Company not to be, a valid,
     first priority perfected security interest (subject to
     no liens, except liens not prohibited by Section 12(e)
     hereof) in the Collateral as defined under each such
     agreement; or

          (xiv) Entergy shall cease to own, directly or indi
     rectly, free and clear of all Liens whatsoever, all of
     the common stock equity and all of the voting stock of
     any of the Company, EAI, ELI, EMI or ENOI (other than
     preferred stock which has only limited voting rights
     upon default).

The following event shall be a "Prepayment Event" hereunder
unless waived by the Required Banks pursuant to Section 14
hereof:  any change in Applicable Law or any Governmental
Action (including revocation or modification of any required
regulatory approval) shall occur which adversely affects, in
other than immaterial ways, (I) the obligations or ability
of the Company, Entergy, any Operating Company, any Owner
Trustee, the Indenture Trustee, any Owner Participant, the
Funding Corporation, the Funding Bank, the Administrating
Bank, any Participating Bank or any Participant to make any
required payment under, or otherwise to perform, or the
right or ability of any such Person to enforce its rights
under, this Agreement, any of the Transaction Documents or
any of the Collateral Agreements or (II) the value of the
Collateral Agreements or the Lease Indenture Estate, unless
such result can be avoided by action which is within the
control of and can be taken by a Bank or Participant within
a reasonable period of time, and which is not adverse to the
interests of or onerous to such bank (and each Bank and
Participant covenants with each other Bank and Participant
to take any such action).

If a Reimbursement Event of Default or Prepayment Event
occurs and is continuing, the Required Banks may, in their
sole discretion, (I) by notice to the Company and the Owner
Participants cause the Funding Bank to terminate the Letters
of Credit of such Owner Participants as provided therein and
(II) declare the Advances and all other principal amounts
outstanding hereunder, all interest thereon and all other
amounts payable hereunder to be due and payable within two
Business Days after demand therefor by the Required Banks to
the Company, whereupon the Advances and all other principal
amounts outstanding hereunder, all such interest and all
such other amounts shall become and be forthwith due and
payable at such time, without presentment, demand, protest
or further notice of any kind, all of which are hereby
expressly waived by the Company; provided, however, that in
the event of the occurrence of any Reimbursement Event of
Default described in subsection (ix) or subsection (x)
above, with respect to the Company, (1) the obligations of
the Participating Banks to make Advances shall automatically
be terminated, and (2) the Advances and all other principal
amounts outstanding hereunder, all interest accrued and
unpaid thereon and all other amounts payable hereunder shall
automatically become due and payable, without presentment,
demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Company.

          SECTION 14.  Amendments and Waivers.  Subject to
Sections 14(b), 14(c) or 23 hereof, neither this Agreement
nor any provision hereof (including, without limitation, any
Letter of Credit) may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered
into by the Company and the Required Banks; provided,
however, that no such agreement shall (i) change the Maximum
Credit Amount with respect to any Letter of Credit (other
than any reduction in such Maximum Credit Amount in
accordance with the provisions of such Letter of Credit), or
extend or advance the maturity of the Letters of Credit or
the dates for the reimbursement of drawings under the
Letters of Credit or for the repayment of Advances or the
payment of interest on such drawings or Advances, or reduce
the rate of interest on any unreimbursed drawings or
Advances, (ii) change the Participation Percentage of any
Participating Bank or the fees provided for in Section 3
hereof, (iii) waive, modify or eliminate any of the
conditions specified in Section 7(f) or 7(g), (iv) reduce
the principal of, or interest on, the Advances, any amount
reimbursable on demand pursuant to Section 2(a), or any fees
or other amounts payable hereunder or (v) amend or modify
the provisions of this Section 14, Section 4 hereof,
Section 5(b) hereof, Section 6(d) hereof, Section 9 hereof,
Section 12(c)(iii) hereof, Section 13 hereof, Section 17
hereof, Section 19 hereof, Section 21 hereof, Section 22
hereof or Section 23 hereof, the proviso in Section 18 or
the definition of "Required Banks", in each case without the
prior written consent of each Participating Bank and the
Funding Bank; provided further that no such agreement shall
(I) change the identity of any Participating Bank or amend,
modify or otherwise affect the rights or duties of the
Funding Bank hereunder, (II) amend or modify the provisions
of Sections 5(a), (b), (c), (d), (e) or (f) hereof, or
(III) change the fees provided for in Section 3(a) hereof,
without the written consent of the Funding Bank or amend,
modify or otherwise affect the rights or duties of the
Administrating Bank hereunder, without the written consent
of the Administrating Bank.  The Administrating Bank and
each Bank shall be bound by any modification or amendment
authorized by this Section 14, and any consent by any
Participating Bank pursuant to this Section 14 shall bind
any successor Participating Bank acquiring a participation
from it whether or not such successor Participating Bank has
received actual notice thereof.

          SECTION 15.  Notices.  All notices, requests and
other communications to any party hereunder shall be in
writing (including telex, telecopy or other facsimile
transmission) and shall be given to such party, addressed to
it, at its address or telex or telecopy number set forth
below the name of such party on the signature pages hereof
or such other address or telex or telecopy number as such
party may hereafter specify for that purpose by notice to
the other parties.  Each such notice, request or communica
tion shall be effective (i) if given by telex, when such
telex is transmitted to the telex number specified below and
the appropriate answerback is received, (ii) if given by
mail upon receipt but not later than 10 days after such
communication is deposited in the mails with first-class
postage prepaid, addressed as aforesaid, or (iii) if given
by any other means, when delivered at the address for
notices described above.

          SECTION 16.  No Waiver; Remedies.  No failure on
the part of the Administrating Bank or any Bank to exercise,
and no delay in exercising, any power or right hereunder for
any period of time shall operate as a waiver thereof nor
shall any single or partial exercise of any such right or
power preclude any other or further exercise thereof or the
exercise of any other right.  The rights and remedies herein
provided to the Administrating Bank and the Banks are
cumulative and not exclusive of any other rights or remedies
which the Administrating Bank or any Bank may otherwise
have.  No waiver of any provision of this Agreement nor
consent to any departure by the Company therefrom shall in
any event be effective unless the same shall be authorized
as provided in Section 14 above, and then such waiver or
consent shall be effective only in the specific instance and
for the purpose for which given.  No notice to or demand on
the Company in any case shall entitle the Company to any
other or further notice or demand in similar or other
circumstances.

          SECTION 17.  Right of Setoff.  (a)  If a Reim
bursement Event of Default or Prepayment Event shall have
occurred and be continuing, each Bank is hereby authorized
at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by
such Bank to or for the credit or the account of the Company
against any of and all the obligations of the Company now
and hereafter existing under this Agreement, irrespective of
whether or not such Bank shall have made any demand under
this Agreement and although such obligations may be
unmatured.  If the Funding Bank shall assert any setoff in
accordance with the provisions of Section 5(d) hereof to be
applied in reduction of the obligations of the Company
pursuant to Section 2 hereof and a Participating Bank shall
have fulfilled its obligations to the Funding Bank
hereunder, then such Participating Bank shall be entitled to
share in such application in proportion to its Participation
Percentage.  Each Bank agrees promptly to notify the Company
after any such setoff and application made by such Bank, but
the failure to give such notice shall not affect the valid
ity of such setoff and application.  The rights of each Bank
under this Section are in addition to other rights and
remedies (including, without limitation, other rights of
setoff) which such Bank may have.

          (b)  Each Participating Bank agrees that if it
shall, through the exercise of a right of banker's lien,
setoff or counterclaim against the Company, including, but
not limited to, a secured claim under Section 506 of
Title 11 of the United States Code or other security or
interest arising from, or in lieu of, such secured claim,
received by such Participating Bank under any applicable
bankruptcy, insolvency or other similar law or otherwise,
obtain payment (voluntary or involuntary) in respect of
amounts paid by it pursuant to Section 5(a) as a result of
which the unreimbursed portion of Section 5(a) payments made
by it shall be proportionately less (determined in accor
dance with each Participating Bank's Participation
Percentage) than the unreimbursed portion of Section 5(a)
payments made by any other Participating Bank, it shall be
deemed to have simultaneously purchased from such other
Participating Bank a participation in the unreimbursed
portion of Section 5(a) payments made by such other
Participating Bank, so that the aggregate unreimbursed
portion of Section 5(a) payments made by it and
participations in the unreimbursed portion of Section 5(a)
payments made by each other Participating Bank and held by
it shall be in the same proportion (determined in accordance
with each Participating Bank's Participation percentage) to
the aggregate unreimbursed portion of Section 5(a) payments
made by all Participating Banks as the principal amount of
the unreimbursed portion of Section 5(a) payments made by it
prior to such exercise of banker's lien, setoff or
counterclaim was to the unreimbursed portion of all
Section 5(a) payments made by all Participating Banks prior
to such exercise of banker's lien, setoff or counterclaim;
provided, however, that if any such purchase or purchases or
adjustments shall be made pursuant to this Section 17(b) and
the payment giving rise thereto shall thereafter be
recovered, such purchase or purchases or adjustments shall
be rescinded to the extent of such recovery and the purchase
price or prices or adjustment restored without interest.
The Company expressly consents to the foregoing arrangements
and agrees that any Participating Bank holding a
participation in an unreimbursed portion of Section 5(a)
payment deemed to have been so purchased may exercise any
and all rights of banker's lien, setoff or counterclaim with
respect to any and all moneys owing by it to such
Participating Bank as fully as if such Participating Bank
held an unreimbursed portion of Section 5(a) payment in the
amount of such participation.

          SECTION 18.  Continuing Obligation.  Except with
respect to Sections 20, 21 and 22, the obligations of the
Company under this Agreement shall continue until the later
of (i) the Termination Date of the last outstanding Letter
of Credit or (ii) the date upon which all amounts due and
owing to the Administrating Bank and the Banks hereunder
shall have been paid in full and shall (a) be binding upon
the Company and its successors and assigns and (b) inure to
the benefit of and be enforceable by the Banks and their
successors, transferees and assigns; provided, however, that
the Company may not assign all or any part of this Agreement
without the prior written consent of the Funding Bank and
the Participating Banks.

          SECTION 19.  Extension of Letters of Credit.  At
least 120 days but not more than 365 days before the third
anniversary of the Date of Issuance of a Letter of Credit,
the Company may request the Banks, by giving written notice
of such request to the Administrating Bank, to extend the
Stated Expiration Date of such Letter of Credit, specifying
the terms and conditions, including fees, to be applicable
to such extension.  The Administrating Bank shall promptly
notify the Funding Bank and each Participating Bank of such
request, and no later than 60 days from the date on which
the Administrating Bank shall have received notice from the
Company pursuant to the preceding sentence, the Administrat
ing Bank shall notify the Company of the consent or
nonconsent of the Banks to such extension request, and if
the Administrating Bank shall give no such notice to the Com
pany, the Banks shall be deemed not to have consented to
such extension request.  No extension shall be effective
without the consent of the Funding Bank and each of the
Banks.  The Banks' consent shall be conditional upon the
preparation, execution and delivery of legal documentation
in form and substance satisfactory to the Banks and their
counsel incorporating substantially the terms and conditions
contained in the extension request as the same may be
modified by agreement among the Company and the Banks.

          SECTION 20.  Limited Liability of the Banks.  As
between the Company, on the one hand, and the Banks and the
Administrating Bank, on the other hand, the Company assumes
all risks of the acts or omissions of the Owner Participants
with respect to their use of the Letters of Credit.  None of
the Administrating Bank, the Banks or any of their officers
or directors shall be liable or responsible for:  (a) the
use which may be made of the Letters of Credit or for any
acts or omissions of the Owner Participants in connection
therewith; (b) the validity, sufficiency or genuineness of
documents, or of any endorsement(s) thereon, even if such
documents should in fact prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by
the Funding Bank against presentation of documents which do
not comply with the terms of the appropriate Letter of
Credit, including failure of any documents to bear any
reference or adequate reference to the appropriate Letter of
Credit; or (d) any other circumstances whatsoever in making
or failing to make payment under any Letter of Credit,
except only that the Company and the Participating Banks
shall have a claim against the Funding Bank, and the Funding
Bank shall be liable to the Company and the Participating
Banks to the extent, but only to the extent, of any direct,
as opposed to consequential, damages suffered by the Company
or the Participating Banks, as the case may be, which the
Company or the Participating Banks, as the case may be,
prove were caused by (i) the Funding Bank's willful miscon
duct or gross negligence in determining whether documents
presented under a Letter of Credit comply with the terms
thereof or (ii) the Funding Bank's willful failure to pay
under a Letter of Credit after the presentation to it by the
appropriate Owner Participant of a draft and certificate
strictly complying with the terms and conditions of such
Letter of Credit.  In furtherance and not in limitation of
the foregoing, the Funding Bank may accept documents that
appear on their face to be in order, without responsibility
for further investigation, regardless of any notice or
information to the contrary.  Nothing in this Section 20 is
intended to limit the Company's reimbursement obligation
contained in Section 2 hereof or any Participating Bank's
reimbursement obligation contained in Section 5(a) hereof.

          SECTION 21.  Costs, Expenses and Taxes.  The
Company agrees to pay not later than 30 days after demand
therefor, whether or not the transactions contemplated
herein are consummated, all reasonable costs and expenses of
the Administrating Bank in connection with the preparation,
execution, delivery, filing and administration of this
Agreement and any other documents which may be delivered in
connection with this Agreement, including, without limita
tion, the reasonable fees and out-of-pocket expenses of
special counsel for the Administrating Bank and the Banks
(including, without limitation, the fees and out-of-pocket
expenses of Cravath, Swaine & Moore, special counsel for the
Administrating Bank and the Participating Banks, and of
McDermott, Will & Emery, special counsel for the Funding
Bank and the Documentation Agent) with respect thereto and
with respect to advising the Administrating Bank and the
Banks as to their rights and responsibilities under this
Agreement and to pay all reasonable counsel fees and
expenses that may be incurred by the Administrating Bank and
each of the Banks in connection with any Reimbursement Event
of Default or Prepayment Event or any waiver or amendment
of, or the enforcement of, this Agreement and such other
documents which may be delivered in connection with this
Agreement.  In addition, the Company agrees to pay any and
all stamp and other taxes and fees payable or determined to
be payable in connection with the execution, delivery,
filing and recording of this Agreement and such other
documents and agree to hold the Administrating Bank and the
Banks harmless from and against any and all liabilities with
respect to or resulting from any delay in paying or omission
to pay such taxes and fees; provided that the Administrating
Bank and the Banks agree promptly to notify the Company of
any such taxes and fees which are incurred by such Bank.
Without prejudice to the survival of any other obligation of
the Company hereunder, the obligations of the Company
contained in this Section 21 shall survive the payment in
full of amounts payable by the Company under Section 2
hereof and the termination of the Letters of Credit and this
Agreement.

          SECTION 22.  Indemnification.  The Company hereby
agrees to indemnify and hold harmless the Administrating
Bank and each Bank from and against any and all claims,
damages, losses, liabilities, costs or expenses whatsoever
which the Administrating Bank or such Bank may reasonably
incur (or which may be claimed against the Administrating
Bank or such Bank by any Person or entity whatsoever) (a) by
reason of any inaccuracy in any material respect, or untrue
statement or alleged untrue statement of any material fact
contained or incorporated by reference in any offering
document distributed by or on behalf of the Company in
connection with obtaining purchasers of the Undivided
Interest in Unit 1, or in any supplement or amendment to
either thereof, or the omission or alleged omission to state
therein a material fact necessary to make such statements,
in the light of the circumstances under which they are or
were made, not misleading; (b) by reason of or in connection
with the execution, delivery and performance of this
Agreement, the Transaction Documents and Financing Docu
ments; or (c) by reason of or in connection with the
execution and delivery or transfer of, or payment or failure
to make lawful payment under, any Letter of Credit; provided
that the Company shall not be required to indemnify the
Administrating Bank or any Participating Bank for any
claims, damages, losses, liabilities, costs or expenses to
the extent, but only to the extent, caused by the willful
misconduct or gross negligence of the Funding Bank in
determining whether a draft or certificate presented under a
Letter of Credit complied with the terms of such Letter of
Credit or the Funding Bank's willful failure to make lawful
payment under a Letter of Credit after the presentation to
it by the appropriate Owner Participant of a draft and
certificate strictly complying with the terms and conditions
of such Letter of Credit.  Nothing in this Section 22 is
intended to limit the Company's reimbursement obligation
contained in Section 2 hereof or any Participating Bank's
reimbursement obligation contained in Section 5(a) hereof.
Without prejudice to the survival of any other obligation of
the Company hereunder, the indemnities and obligations of
the Company contained in this Section 22 shall survive the
payment in full of amounts payable by the Company under
Section 2 hereof and the termination of the Letters of
Credit and this Agreement or the substitution of any of the
Banks pursuant to Sections 4(g) or (h) hereof.

          SECTION 23.  Sales of Participations; Assignments.
(a)  Without the consent of the Funding Bank, the
Administrating Bank, the Company or any other Participating
Bank, each Participating Bank may grant participations in
its participation in the Letters of Credit (each Person to
which a participation is granted being called a
"Participant") and in such event such Participating Bank
will, in its own name and as agent for any such Participant,
enforce all rights and interests of any Participant under
this Agreement, and accept all performances required of the
Company under this Agreement; provided, however, that such
Participating Bank shall remain entitled to exercise any
right, remedy and power hereunder (other than with respect
to (i) the Maximum Credit Amounts or the effective
Participation Percentage of such Participant, (ii) the
maturity of the Letters of Credit or the dates for the
reimbursement of drawings under the Letters of Credit or the
payment of interest thereon, (iii) the rate of interest on
unreimbursed drawings, or (iv) the fees to be paid
hereunder), and shall remain fully obligated to the Funding
Bank as provided herein.  If, at the time of a grant of a
participation pursuant to this Section 23(a), such grant
would result in a claim for compensation pursuant to
Sections 4(b), (c) or (d) hereof materially greater than
that to which the Participating Bank granting such
participation is entitled, such grant shall be subject to
the consent of the Company (which consent shall not be
unreasonably withheld).

          (b)  With the prior written consent of the Admin
istrating Bank, the Funding Bank and the Company (which
consent in the case of the Administrating Bank and the
Company shall not be unreasonably withheld), any Partici
pating Bank may cause all or a portion of its obligations
hereunder to be assumed by a financial institution, and
notwithstanding the provisions of Section 14 hereof, upon
the execution and delivery to the Administrating Bank
(together with a processing and recordation fee of $3,500)
of an assignment and acceptance agreement (which shall be
satisfactory in form and substance to the Administrating
Bank and the Funding Bank) executed by the Administrating
Bank, the Funding Bank, such transferring Participating Bank
and such financial institution, such financial institution
shall become a "Participating Bank" for purposes of this
Agreement and shall be entitled to the rights, privileges
and obligations of a Participating Bank hereunder and such
transferring Participating Bank shall be released from its
obligations with respect to the portion of its participation
so assumed.

          (c)  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted
hereby, except that the Company may not assign or otherwise
transfer any of its rights or obligations hereunder without
the prior written consent of each Bank (and any attempted
assignment or transfer by the Company without such consent
shall be null and void).  Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective
successors and assigns permitted hereby) any legal or
equitable right, remedy or claim under or by reason of this
Agreement.

          SECTION 24.  Administrating Bank.  (a)  In order
to expedite the various transactions contemplated by this
Agreement, The Chase Manhattan Bank is hereby appointed to
act as Administrating Bank on behalf of the Participating
Banks.  Each of the Participating Banks hereby authorizes
and directs the Administrating Bank to take such action on
behalf of such Participating Bank under the terms and
provisions of this Agreement and to exercise such powers
hereunder as are specifically delegated to or required of
the Administrating Bank by the terms and provisions hereof,
together with such powers as are reasonably incidental
thereto.  The Administrating Bank is hereby expressly
authorized on behalf of the Participating Banks, without
hereby limiting any implied authority, (i) to receive on
behalf of each of the Participating Banks any payment of
fees due to the Participating Banks hereunder and all other
amounts accrued hereunder paid to the Administrating Bank
for the accounts of the Participating Banks, and promptly to
distribute to each Participating Bank its proper share of
all payments so received; (ii) to give notice within a
reasonable time on behalf of each of the Participating Banks
to the Company of any Reimbursement Event of Default or
Prepayment Event specified in this Agreement of which the
Administrating Bank has actual knowledge acquired in con
nection with its capacity as Administrating Bank hereunder;
and (iii) to distribute to the Funding Bank and each Par
ticipating Bank copies of all notices, agreements and other
material as provided for in this Agreement as received by
the Administrating Bank.

          (b)  Neither the Administrating Bank nor any of
its directors, officers, employees or agents shall be liable
as such for any action taken or omitted by any of them
hereunder except for its or his own gross negligence or
willful misconduct, nor be responsible for any statement,
warranty or representation herein or the contents of any
document delivered in connection herewith nor be required to
ascertain or to make any inquiry concerning the performance
or observance by the Company of any of the terms, condi
tions, covenants or agreements of this Agreement.  The
Administrating Bank shall not be responsible to the Partici
pating Banks for the due execution, genuineness, validity,
enforceability or effectiveness of this Agreement, the
Letters of Credit or any other instrument to which reference
is made herein.  The Administrating Bank shall in all cases
be fully protected in acting, or refraining from acting, in
accordance with written instructions signed by the Required
Banks, and, except as otherwise specifically provided
herein, such instructions and any action taken or failure to
act pursuant thereto shall be binding on all the Participat
ing Banks.  The Administrating Bank shall, in the absence of
knowledge to the contrary, be entitled to rely on any paper
or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons.
Neither the Administrating Bank nor any of its directors,
officers, employees or agents shall have any responsibility
to the Company or the Funding Bank on account of the failure
or delay in performance or breach by any Participating Bank
or the Funding Bank of any of its obligations hereunder or
to any Participating Bank on account of the failure of or
delay in performance or breach by any other Participating
Bank, the Funding Bank or the Company of any of their
respective obligations hereunder or in connection herewith.
The Administrating Bank may execute any and all duties
hereunder by or through agents or employees and shall be
entitled to advice of legal counsel selected by it with
respect to all matters arising hereunder and shall not be
liable for any action taken or suffered in good faith by it
in accordance with the advice of such counsel.

          (c)  With respect to the Participation Percentage
of it hereunder, the Administrating Bank, in its individual
capacity and not as the Administrating Bank, shall have the
same rights and powers hereunder and under any other agree
ment executed in connection herewith as any other Partici
pating Bank and may exercise the same as though it were not
the Administrating Bank, and the Administrating Bank and its
affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Company,
any Subsidiary or any other affiliate thereof as if it were
not the Administrating Bank.

          (d)  Each Participating Bank agrees (i) to reim
burse the Administrating Bank in the amount of such Partici
pating Bank's pro rata share (determined in accordance with
such Participating Bank's Participation Percentage) of any
expenses incurred for the benefit of the Participating Banks
by the Administrating Bank, including counsel fees and
compensation of agents and employees paid for services
rendered on behalf of the Participating Banks, not reim
bursed by the Company and (ii) to indemnify and hold harm
less the Administrating Bank and any of its directors,
officers, employees or agents, on demand, in the amount of
its pro rata share (determined as aforesaid), from and
against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever
which may be imposed on, incurred by or asserted against it
in its capacity as the Administrating Bank or against any of
its directors, officers, employees or agents in any way
relating to or arising out of this Agreement or any action
taken or omitted by it or any of them under this Agreement,
to the extent not reimbursed by the Company, provided that
no Participating Bank shall be liable to the Administrating
Bank for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross
negligence or willful misconduct of the Administrating Bank
or any of its directors, officers, employees or agents.

          (e)  Each Participating Bank acknowledges that it
has, independently and without reliance upon the Adminis
trating Bank or any other Participating Bank and based on
such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this
Agreement.  Each Participating Bank also acknowledges that
it will, independently and without reliance upon the Admin
istrating Bank or any other Participating Bank and based on
such documents and information as it shall deem appropriate
at the time, continue to make its own decisions in taking or
not taking action under or based upon this Agreement, any
related agreement or any document furnished hereunder.

          SECTION 25.  Termination by the Company.  The
Company may, upon 30 days written notice to the
Administrating Bank, terminate this Agreement; provided,
however, that any such proposed termination shall not be
effective until (i) all Owner Participants have delivered
their Letters of Credit to the Funding Bank for cancellation
together with a duly executed request for cancellation in
the form of Exhibit 7 to Exhibit A hereto, and (ii) the
Company has paid all fees, expenses and interest accrued
hereunder.

          SECTION 26.  Termination of Availability Agreement
Assignment.  The parties hereto agree that the Availability
Agreement Assignment shall be terminated upon the earlier of
(a) the release or termination of each other collateral
assignment of the Availability Agreement entered into by the
Company and each Operating Company (other than any
collateral assignment that relates to the Original
Reimbursement Agreement or any amendment or restatement
thereof) and (b) the indefeasible repayment in full of all
Indebtedness of the Company (other than Indebtedness under
this Agreement) secured by each such other collateral
assignment of the Availability Agreement.

          SECTION 27.  Severability.  Any provision of this
Agreement which is prohibited, unenforceable or not author
ized in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, unenforce
ability or nonauthorization without invalidating the remain
ing provisions hereof or affecting the validity, enforce
ability or legality of such provision in any other jurisdic
tion.  The parties shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions
with valid provisions, the economic effect of which comes as
close as possible to that of the invalid, illegal or unen
forceable provisions.

          SECTION 28.  Governing Law; Jurisdiction; Consent
to Service of Process; Waiver of Jury Trial.  (a)  This
Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New
York.

          (b)  Each party to this Agreement hereby
irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York County
and of the United States District Court of the Southern
District of New York, and any appellate court from any
thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or
enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be
heard and determined in such New York State or, to the
extent permitted by law, in such Federal court.  Each of the
parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any
other manner provided by law.  Nothing in this Agreement
shall affect any right that the Administrating Agent, the
Funding Bank or any other Bank may otherwise have to bring
any action or proceeding relating to this Agreement against
the Company or its properties in the courts of any
jurisdiction.

          (c)  Each party to this Agreement hereby
irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to
this Agreement in any court referred to in paragraph (b) of
this Section.  Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action
or proceeding in any such court.

          (d)  Each party to this Agreement irrevocably
consents to service of process in the manner provided for
notices in Section 15 hereto.  Nothing in this Agreement
will affect the right of any party to this Agreement to
serve process in any other manner permitted by law.

          (e)  EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN  ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO
(i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION 29.  Headings.  Section headings in this
Agreement are included herein for convenience of reference
only and shall not constitute a part of this Agreement for
any other purpose.

          SECTION 30.  Counterparts.  This Agreement may be
signed in two or more counterparts, each of which shall
constitute an original but all of which when taken together
shall constitute but one contract, and shall become
effective when it shall have been executed by all parties
hereto and when the Administrating Bank shall have received
copies hereof which, when taken together, bear signatures of
all parties hereto.  Delivery of an executed counterpart of
a signature page of this Agreement, any certificate,
document (other than any Letter of Credit) or legal opinion
contemplated or required by the terms of this Agreement by
facsimile transmission shall be as effective as delivery of
a manually executed counterpart of this Agreement.


<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date
first above written.


                         SYSTEM ENERGY RESOURCES, INC.,

                           by
                              /s/ William J. Regan, Jr.
                              Name:  William J. Regan, Jr.
                              Title: Vice President and
                                     Treasurer

                         Address for Notice:

                              System Energy Resources, Inc.
                              Box 61000 
                              New Orleans, LA 70161
                              Attention: Treasurer
                              Telecopy: (601) 984-9817
                                    
                                    
<PAGE>                                    
                                    
                           THE BANK OF TOKYO-MITSUBISHI, LTD., 
                           Los Angeles Branch, as Funding Bank,

                           by
                              /s/ Yoshiki Uchida
                              Name:  Yoshiki Uchida
                              Title: Vice President and
                                     Manager


                           Address for Notice:

                              The Bank of Tokyo-Mitsubishi, Ltd.
                              Los Angeles Branch
                              777 South Figueroa Street, 6th Floor
                              Los Angeles, California 90017
                              Telecopy: (213) 488-3875
                              Attention:  Sam Wong

                           Address for Payment:

                              The Bank of Tokyo-Mitsubishi, Ltd.
                              Los Angeles Branch
                              777 South Figueroa Street, 6th Floor
                              Los Angeles, California 90017
                              Telecopy: (213) 488-3875
                              Attention:  Sam Wong

<PAGE>

$31,382,923/ 17.1%             THE CHASE MANHATTAN BANK,
                                 as Administrating Bank and as a 
                                 Participating Bank,

                           by
                              /s/ Michiel V.M. Van Der Voort
                              Name:  Michiel V.M. Van Der Voort
                              Title:  Vice President

                              Address for Notice:

                              Loan and Agency Services Group
                              One Chase Manhattan Plaza, 8thFloor
                              New York, New York 10081
                              Telecopy:  (212) 552-7500
                              Attention: Anne Hickey

                              Copy to:

                              The Chase Manhattan Bank
                              270 Park Avenue
                              New York, N.Y. 10017
                              Telecopy:  (212) 552-2883
                              Attention: Delia Marin

                              Address for Payments:

                              Loan and Agency Services Group
                              One Chase Manhattan Plaza
                              8th Floor
                              New York, New York 10081
                              Telecopy:  (212) 552-7500
                              Attention: Anne Hickey

<PAGE>

$31,382,923/ 17.1%            UNION BANK OF CALIFORNIA, N.A.,
                              as Documentation Agent and as a 
                              Participating Bank,

                           by
                              /s/ John M. Edmonston
                              Name:  John M. Edmonston
                              Title: Senior Vice President &
                                     Manager

                              Address for Notice:

                              Union Bank of California, N.A.
                              445 South Figueroa Street
                              15th Floor
                              Los Angeles, CA 90071
                              Telecopy:
                              Attn.:  Mr. John M. Edmonston

                              Address for Payments:

                              Union Bank of California, N.A.
                              445 South Figueroa Street
                              15th Floor
                              Los Angeles, CA 90071
                              Telecopy:
                              Attn.:  Mr. John M. Edmonston


<PAGE>

$27,500,000/15%            THE BANK OF NOVA SCOTIA,

                           by
                              /s/ A. S. Norsworthy
                              Name:  A. S. Norsworthy
                              Title: Assistant Agent


                           Address for Notice:

                              The Bank of Nova Scotia
                              Atlanta Agency
                              600 Peachtree Street, N.E.
                              Suite 2700
                              Atlanta, Georgia 30308
                              Telecopy: (404) 888-8998
                              Attn.:  Cleve Bushey

                           Copy to:

                              Houston Representative
                              1100 Louisiana, Suite 3000
                              Houston, TX 77002
                              Attn.:  Paul Gonin

                           Address for Payments:

                              The Bank of Nova Scotia
                              Atlanta Agency
                              600 Peachtree Street, N.E.
                              Suite 2700
                              Atlanta, Georgia 30308
                              Telecopy: (404) 888-8998
                              Attn.:  Cleve Bushey



<PAGE>

$25,000,000/13.6%          CANADIAN IMPERIAL BANK OF COMMERCE,

                           by
                              /s/ P. Saggan
                              Name:  Peter Saggan
                              Title: Authorized Signatory

                           Address for Notice:

                              200 West Madison Street,
                              Suite 2300
                              Chicago, IL 60606
                              Telecopy: (312) 750-0927
                              Attn.:  Denis P. O'Meara

                           Copy to:

                              2 Paces West
                              2727 Paces Ferry Rd.
                              Suite 1200
                              Atlanta, Georgia 30339
                              Telecopy: (312) 750-4950
                              Attn: Clare Coyne

                           Address for Payments:

                              2 Paces West
                              2727 Paces Ferry Rd.
                              Suite 1200
                              Atlanta, Georgia 30339
                              Telecopy: (312) 750-4950
                              Attn: Clare Coyne

                           Copy to:

                              200 West Madison Street,
                              Suite 2300
                              Chicago, IL 60606
                              Telecopy: (312) 750-0927
                              Attn.:  Denis P. O'Meara


<PAGE>

$27,500,000/15%            THE BANK OF NEW YORK,

                           by
                              /s/ Dennis Pidherny
                              Name:  Dennis Pidherny
                              Title:  Vice President

                           Address for Notice:

                              The Bank of New York
                              101 Barclay Street - 15E
                              New York, NY 10286
                              Telecopy: (212) 815-5411
                              Attn: Commercial Loan Servicing

                           Copy to:

                              The Bank of New York
                              1 Wall Street, 19th Floor
                              New York, NY 10286
                              Telecopy: (212) 635-7923
                              Attn: Jo-Ann Evans

                           Address for Payments:

                              The Bank of New York
                              101 Barclay Street - 15E
                              New York, NY 10286
                              Telecopy: (212) 815-5411
                              Attn: Commercial Loan Servicing


<PAGE>

$15,000,000/8.2%           FIRST NATIONAL BANK OF CHICAGO,

                           by
                              /s/ Michael J. Johnson
                              Name:  Michael J. Johnson
                              Title: Authorized Agent

                           Address for Notice:

                              First National Bank of Chicago
                              One First National Plaza
                              Chicago, IL 60670-0374
                              Telecopy:  (312) 732-3055
                              Attn: Ms. Lynn Pozsgay


                           Address for Payments:

                              First National Bank of Chicago
                              One First National Plaza
                              Chicago, IL 60670-0374
                              Telecopy:  (312) 732-3055
                              Attn: Ms. Lynn Pozsgay


<PAGE>

$15,000,000/8.2%           TORONTO DOMINION (TEXAS), INC.,

                           by
                              /s/ Darlene Riedel
                              Name:  Darlene Riedel
                              Title:  Vice President

                           Address for Notice:

                              Toronto Dominion (Texas), Inc.
                              909 Fannin, Suite 1700
                              Houston, Texas 77010
                              Telecopy:  (713) 951-9921
                              Attn.:  Manager, Credit
                              Administration

                           Address for Payments:

                              Toronto Dominion (Texas), Inc.
                              909 Fannin, Suite 1700
                              Houston, Texas 77010
                              Telecopy:  (713) 951-9921
                              Attn.:  Manager, Credit
                              Administration


<PAGE>

$10,900,000/5.9%             THE YASUDA TRUST AND BANKING CO., LTD,

                           by
                              /s/ Rohn Laudenschlager
                              Name:  Rohn Laudenschlager
                              Title:  Senior Vice President

                           Address for Notice:

                              The Yasuda Trust & Banking
                               Co., Ltd.
                              New York Branch
                              666 Fifth Avenue
                              Suite 801
                              New York, NY 10103
                              Telecopy:  (212) 373-5796
                              Telephone: (212) 373-5720
                              Attn.:  Mr. Nicholas Pullen

                           Address for Payments:

                              The Yasuda Trust & Banking
                               Co., Ltd.
                              New York Branch
                              666 Fifth Avenue
                              Suite 801
                              New York, NY 10103
                              Telecopy:  (212) 373-5797
                              Telephone: (212) 373-5755
                              Attn.:  Mr. Richard Ortiz
                                                   
                                                   
<PAGE>                                                   

                                                   EXHIBIT A
         IRREVOCABLE TRANSFERABLE LETTER OF CREDIT
                      No. [          ]


                                           December 27, 1996

[Owner Participant]
[Address]

(the "Owner Participant")

Attn: [        ]

Dear Sirs:

          1.  We hereby establish, at the request of System
Energy Resources, Inc. (the "Company"), in your favor, our
Irrevocable Transferable Letter of Credit No. [    ] (the
"Letter of Credit"), in an amount not to exceed
[$148,719,125.41] [$34,946,720.11] (as such amount may be
reduced pursuant to the terms hereof, the "Maximum Credit
Amount"), effective immediately and expiring on the
Termination Date.  Capitalized terms used herein and in
Schedules II and III and Exhibits 1, 2, 3, 4, 5, 6 and 7
hereto shall have the meanings set forth in Schedule I
hereto.  This Letter of Credit is issued in connection with
the leasing of an undivided interest in Unit No. 1 of the
Grand Gulf Nuclear Station to the Company pursuant to a
Facility Lease dated as of December 1, 1988, as supplemented
by a Lease Supplement dated as of April 1, 1989 and as
supplemented by a Lease Supplement dated as of January 1,
1994 (the "Facility Lease"), among the Company and the Owner
Trustees under a trust agreement with you.

          2.  The Maximum Credit Amount may be reduced at
any time and from time to time upon receipt by us at the
address for presentation of documents set forth below of a
copy of the instrument effecting such reduction, signed by
the Company and by you in the form of Exhibit 1 hereto (a
"Reduction Certificate").  Upon receipt of such certificate,
the Maximum Credit Amount shall be automatically and perma
nently reduced by the amount specified as the Reduction
Amount in such Reduction Certificate (the "Reduction
Amount").

          3.  We hereby irrevocably authorize you to draw on
us, in accordance with the terms and conditions hereinafter
set forth, an amount not in excess of the least of (x) the
Maximum Drawing Amount applicable to the date of such
drawing (the "Date of Drawing"), as modified in accordance
with the next paragraph and (y) the Maximum Available Credit
Amount applicable to the Date of Drawing, as modified in
accordance with the next paragraph and (z) in the case of a
Partial Draw, the Partial Drawing Amount applicable to the
Date of Drawing; provided, however, that at no time shall we
be required to pay any drawing under this Letter of Credit
in excess of the lesser of the Maximum Available Credit
Amount and the Maximum Drawing Amount, in each case as in
effect on the applicable Date of Drawing.

          4.  The Maximum Drawing Amounts and the Maximum
Available Credit Amount shall be modified from time to time
as follows:

          (a) upon receipt by us of a Reduction Certificate,
     the Maximum Available Credit Amount shall be
     permanently reduced by the Reduction Amount set forth
     in such Reduction Certificate;

          (b) upon payment by us of each Partial Draw (as
     hereinafter defined) under the Letter of Credit,
     (i) the Maximum Drawing Amount applicable to each Date
     of Drawing subsequent to such payment shall be
     automatically reduced by an amount equal to the amount
     of the drawing so paid and (ii) the Maximum Available
     Credit Amount shall be automatically reduced by an
     amount equal to the amount of the drawing so paid;

          (c) upon the application by us of amounts paid by
     the Company pursuant to Section 2 of the Reimbursement
     Agreement to reimburse any Partial Draw hereunder (as
     such application is allocated in accordance with
     Section 2(d) of the Reimbursement Agreement), (i) the
     Maximum Drawing Amount applicable to each Date of
     Drawing subsequent to such application shall be
     automatically increased by the amount of such
     payment(s) allocated as a reimbursement of drawings
     hereunder and (ii) the Maximum Available Credit Amount
     shall be automatically increased by the amount of such
     payment(s) allocated as a reimbursement of drawings
     hereunder; provided, however, that the Maximum
     Available Credit Amount shall never exceed the Maximum
     Credit Amount;

          (d) upon the payment by us of any Final Draw (as
     hereinafter defined) under the Letter of Credit,
     (i) the Maximum Drawing Amount applicable to each Date
     of Drawing subsequent to such payment shall be
     automatically reduced to zero and (ii) the Maximum
     Available Credit Amount shall be automatically reduced
     to zero; and

          (e) if adjustments are made to Casualty Values,
     corresponding adjustments shall be made to the Maximum
     Drawing Amounts shown in Schedule II (as theretofore
     reduced pursuant to clause (b) above and, if applica
     ble, reinstated pursuant to clause (c) above), provided
     that adjustments pursuant to this clause (e) shall be
     effective automatically upon receipt by us of a notice
     from you in the form of Exhibit 2 hereto, and provided
     further that such adjustments shall in no event cause
     the Maximum Drawing Amount to exceed the Maximum Credit
     Amount.

          5.  Upon return of this Letter of Credit together
with a notice in the form of Exhibit 2 hereto, we will
promptly initial and attach to this Letter of Credit a
revised Schedule II reflecting the adjustments contained in
such notice and return this Letter of Credit to you with
such revised Schedule attached.

          6.  Upon the application by us of amounts paid by
the Company pursuant to Section 2 of the Reimbursement
Agreement to reimburse any Partial Draw hereunder, we will
give you prompt (and in any event within three Business Days
of such application) written notice of such application and
the amount thereof.  Such notice shall be given in accor
dance with the provisions set forth in the eighth paragraph
of this Letter of Credit.

          7.  Funds under this Letter of Credit are avail
able to you either (a) against presentation as set forth
herein on or prior to the earlier of (x) January 15, 2000
and (y) the Termination Date and provided there has not been
a Final Draw and provided a written notice indicating the
Date of Early Termination (as hereinafter defined) has not
been delivered to you, of (i) your draft in the form of
Exhibit 3 attached hereto and (ii) a completed certificate
signed by you in the form of Exhibit 4 attached hereto (a
"Partial Draw"), or (b) against presentation on or prior to
the Termination Date of (i) your draft in the form of
Exhibit 3 attached hereto and (ii) a completed certificate
signed by you in the form of Exhibit 5 attached hereto (a
"Final Draw").  Each of a Partial Draw and a Final Draw are
sometimes referred to herein as a "Draw".  Each such draft
and certificate shall be dated the date of presentation and
shall be presented either (i) by personal delivery at our
office located at 777 South Figueroa Street, Los Angeles,
California 90017, Attention:  Sam Wong (or at any other
office in Los Angeles, California which may be designated by
us by written notice (given in the manner set forth in the
next paragraph) delivered to you at least 15 days prior to
the applicable Date of Drawing) or (ii) by telecopy at
213-488-3875 (or at any other telecopy number in Los
Angeles, California which may be designated by us by written
notice (given in the manner set forth in the next paragraph)
delivered to you at least 15 days prior to the applicable
Date of Drawing).  If presentation is by telecopy, promptly
thereafter, but not as a condition to a draw, you shall
forward such draft and certificate to us at the location
specified in or pursuant to (i) above.  We agree, so long as
this Letter of Credit is in effect, that we will maintain an
office in the city of Los Angeles, California where such
presentation may be made.  If we receive such draft and
certificate by personal delivery or by telecopy at such
office, all in strict conformity with the terms and
conditions of this Letter of Credit, prior to 10:00 a.m.
(New York time) on any Business Day, we will honor the draft
on the same Business Day by remitting the proceeds thereof
to you at your account [No.__________] at [name of bank].
If we receive such draft and certificate by personal
delivery or by telecopy at such office, all in strict
conformity with the terms and conditions of this Letter of
Credit, on or after 10:00 a.m. (New York time) on any
Business Day, we will honor the draft on the next Business
Day by wire transfer of federal funds to your account with
any bank located in the United States of America or by
deposit of immediately available funds into a designated
account that you maintain with us.  Upon receipt of a draft
and certificate which are not in strict conformity with the
terms and conditions of this Letter of Credit, we will
promptly (and in any event within three Business Days of
such receipt) notify you of such nonconformity and the
reason therefor; provided that our failure to so notify you
of such nonconformity or the reason therefor shall not
amend, modify, extend or otherwise affect your rights
hereunder and shall not create any additional rights
hereunder; provided further that, notwithstanding the
generality of the foregoing, any such failure shall not have
the effect of extending the time during which you may draw
hereunder or converting such nonconforming draft and
certificate into a draft and certificate in strict
conformity with the terms and conditions of this Letter of
Credit.

          8.  Notwithstanding any other provision of this
Letter of Credit, we shall have the right, upon the
occurrence of any of the events listed in Schedule III
hereto, to terminate this Letter of Credit by delivering to
you a written notice indicating the date of such termination
(the "Date of Early Termination"); provided that on or
before the Date of Early Termination you will have the right
to draw once an amount not in excess of the lesser of
(i) the Maximum Available Credit Amount and (ii) the Maximum
Drawing Amount, in each case as in effect on such date in
accordance with the procedures described herein; provided
further, that upon delivery of such written notice to you
indicating the Date of Early Termination, your right to make
a Partial Draw hereunder shall automatically terminate.  The
written notice referred to in the preceding sentence shall
be given by telex or facsimile transmission addressed to you
at [Name], [Address], Telecopy:           , Attention:
(or to such other address or telex number designated by you
by written notice delivered to us at least 15 days prior to
the notice of early termination) and shall be effective upon
receipt of the appropriate answerback or confirmation by you
of your receipt of the facsimile transmission or, if no such
answerback or confirmation is given, the end of the Business
Day on which actual transmission is made to the address
above.  We will also forward copies of such notice by
overnight delivery service (with a request to such delivery
service that they obtain a receipt from such addressee (to
the extent that such a receipt service is then available, it
being understood that the failure of such delivery service
to actually obtain such a receipt shall not be the
responsibility of the Funding Bank and the Funding Bank
shall bear no liability for such failure)) and registered
mail (return receipt requested) to the address set forth
above.  The Date of Early Termination specified in such
written notice shall be:

          (a) in the case of events specified in
     paragraphs (i), (ix) and (x) of Schedule III, not
     earlier than ten days after such notice is effective,
     or, if the tenth day is not a Business Day, the next
     following Business Day, and

          (b) in the case of all other events specified in
     Schedule III, not earlier than 30 days after such
     notice is effective.

          You have no obligation upon the receipt of such
written notice indicating the Date of Early Termination to
investigate or otherwise question whether any of the events
specified in Schedule III has occurred and the fact that
such an event shall not have occurred shall not in any way
affect your right to draw hereunder upon the receipt of such
written notice.

          9.  Except as set forth below, this Letter of
Credit shall be governed by the Uniform Customs and Practice
for Documentary Credits (revision effective January 1, 1994)
International Chamber of Commerce Publication No. 500, and,
as to matters not covered therein, be governed by the laws
of the State of New York, including without limitation the
Uniform Commercial Code as in effect in such State.  Unless
you are otherwise notified in writing, communications to us
with respect to this Letter of Credit shall be in writing
and shall be addressed to us at 777 South Figueroa Street,
Los Angeles, California 90017, Attention:  Sam Wong, with a
copy to Union Bank of California, N.A., 445 South Figueroa
Street, Los Angeles, California 90071-1602, Attention:
Mr. John M. Edmonston, and shall specifically refer to the
number of this Letter of Credit.

          10.  This Letter of Credit may be transferred and
assigned in its entirety more than once.  Upon receipt by us
at the address for presentation of documents set forth above
of a copy of the instrument effecting such transfer and
assignment, signed by the transferor and by the transferee,
in the form of Exhibit 6 hereto then, in such case, we will,
upon surrender of this Letter of Credit, issue an
irrevocable transferable letter of credit in the name of the
transferee and providing for notices to be sent to the
transferee at the address set forth therein and in all other
respects identical to this Letter of Credit and the
transferee, instead of the transferor, shall, without
necessity of further act, be entitled to all the benefits
of, and rights under, this Letter of Credit in the
transferor's place.

          11.  Any drawing under this Letter of Credit will
be paid from our general funds and not directly or
indirectly from funds or collateral deposited with or for
our account by the Company, or pledged with or for our
account by the Company and we will seek reimbursement for
payments made pursuant to a drawing under this Letter of
Credit only after such payments have been made.

          12.  This Letter of Credit sets forth in full our
undertaking, and such undertaking shall not in any way be
modified, amended, amplified or limited by reference to any
document, instrument or agreement referred to herein, except
only Schedules I, II and III and Exhibits 1, 2, 3, 4, 5, 6
and 7 hereto and the notices referred to herein; and any
such reference shall not be deemed to incorporate herein by
reference any document, instrument or agreement except as
set forth above.

          13.  We (a) hereby irrevocably submit for ourself
and our property to the nonexclusive jurisdiction of the
courts of the State of New York in New York County, and to
the nonexclusive jurisdiction of the United States District
Court for the Southern District of New York, for the
purposes of any suit, action or other proceeding arising out
of this Letter of Credit brought by the account party or the
beneficiary hereof or their successors or assigns, and

          (b) hereby waive, and agree not to assert, by way
of motion, as a defense, or otherwise, in any such suit,
action or proceeding, to the extent permitted by applicable
law, that the suit, action or proceeding is brought in an
inconvenient forum, that the venue of the suit, action or
proceeding is improper, or that this Letter of Credit, or
the subject matter hereof or any of the transactions
contemplated hereby may not be enforced in or by such
courts.  We generally consent to service of process by
registered mail, return receipt requested, addressed to us
at 777 South Figueroa Street, Los Angeles, California 90017,
Attention of:  General Manager, or such other office in the
State of California as from time to time may be designated
by us in writing to the account party and the beneficiary
hereof, or their successors or assigns, as the case may be.

                         Very truly yours,


                         THE BANK OF TOKYO-MITSUBISHI, LTD.,
                           LOS ANGELES BRANCH

                         By_________________________________
                         Name:
                         Title:

<PAGE>
                                                EXHIBIT 1
                                                to Exhibit A

                                                   [Date]



The Bank of Tokyo-Mitsubishi, Ltd., Los Angeles Branch
777 South Figueroa Street
Los Angeles, California 90017

Attention:  Sam Wong


Dear Sirs:

          Reference is made to that certain Irrevocable
Transferable Letter of Credit bearing Letter of Credit
No.______ dated [Date of Issuance] (the "Letter of Credit"),
which has been established by you in favor of [name of Owner
Participant] (the "Owner Participant").

          We hereby request that the Maximum Credit Amount
be reduced by $___________ (the "Reduction Amount").

          Capitalized terms used herein and not otherwise
defined herein shall have the meanings given to them in the
Letter of Credit.


                         SYSTEM ENERGY RESOURCES, INC.

                         By
                           Title:


                         [OWNER PARTICIPANT]

                         By

                           [Name and Title of Authorized
                           Representative of Owner
                          Participant]


<PAGE>
                                                EXHIBIT 2
                                                to Exhibit A

                                                [Date]


The Bank of Tokyo-Mitsubishi, Ltd., Los Angeles Branch
777 South Figueroa Street
Los Angeles, California 90017


Attention:  Sam Wong


Dear Sirs:

          Reference is made to that certain Irrevocable
Transferable Letter of Credit bearing Letter of Credit
No._________ dated [Date of Issuance] (the "Letter of
Credit"), which has been established by you in favor of
[name of Owner Participant] (the "Owner Participant").

          The undersigned, a duly authorized representative
of the Owner Participant, hereby certifies that Casualty
Values have been adjusted in accordance with the provisions
of the Transaction Documents and the amounts shown on
Schedule II to the Letter of Credit should be modified, in
accordance with the terms of clause (e) of the fourth
paragraph of the Letter of Credit, to the amounts shown in
Appendix A hereto.

          The Letter of Credit is returned herewith and we
request that you initial and return the Letter of Credit
with the revised Schedule II attached.

          Capitalized terms used herein and not otherwise
defined herein shall have the meanings given to them in the
Letter of Credit.

                         [OWNER PARTICIPANT]

                         By

                           [Name and Title of Authorized
                          Representative of Owner
                          Participant]
                                                
   
<PAGE>
                                             
                                                EXHIBIT 3
                                                to Exhibit A
                                                 [Place]

                                                 [Date]   19


ON [Business Day of presentation if presented before
10:00 a.m. (New York time); next Business Day if presented
at or after 10:00 a.m.]


PAY TO               U.S.          $[not to exceed least of
   [Name of beneficiary]           (i) the Maximum Available Credit
                                   Amount and (ii) the Maximum Drawing 
                                   Amount and, (iii) in the case of
                                   a Partial Draw, the Partial Drawing 
                                   Amount] DOLLARS,


     [Insert wire instructions]

     FOR VALUE RECEIVED AND CHARGE TO ACCOUNT OF LETTER

     OF CREDIT NO.            OF

          The Bank of Tokyo-Mitsubishi, Ltd.,
          Los Angeles Branch
          777 South Figueroa Street
          Los Angeles, California 90017


                         [OWNER PARTICIPANT]

                         By

                           [Name and Title of Authorized
                           Representative of Owner
                          Participant]


<PAGE>
                                                EXHIBIT 4
                                                to Exhibit A
               CERTIFICATE FOR A PARTIAL DRAW


          The undersigned, a duly authorized representative
of [name of Owner Participant] (the "Owner Participant"), as
beneficiary under that certain Irrevocable Transferable
Letter of Credit No.__________ dated [the Date of Issuance],
established by The Bank of Tokyo-Mitsubishi, Ltd., Los
Angeles Branch (the "Funding Bank"), and issued pursuant to
that certain Amended and Restated Reimbursement Agreement,
dated as of December 1, 1988, as amended and restated as of
December 27, 1996 (the "Reimbursement Agreement"), among
System Energy Resources, Inc., The Chase Manhattan Bank, as
Administrating Bank, the Funding Bank, Union Bank of
California, N.A., as Documentation Agent, and the banks
named therein as Participating Banks (the "Letter of
Credit"), hereby certifies as follows:

          1.   A Partial Drawing Event has occurred and is
     continuing.

          2.   The Owner Participant has not heretofore made
     a Final Draw under the Letter of Credit.  The Owner
     Participant has not heretofore received notice of a
     Date of Early Termination.

          3.   The amount of the accompanying draft does not
     exceed the least of (i) the Maximum Available Credit
     Amount on the date hereof, as determined in accordance
     with the terms of the Letter of Credit, and (ii) the
     Maximum Drawing Amount available under the Letter of
     Credit on the date hereof, as determined in accordance
     with the terms of the Letter of Credit, and (iii) the
     Partial Drawing Amount for such Partial Drawing Event.

          Capitalized terms used herein and not otherwise
defined herein shall have the meanings given to them in the
Letter of Credit.


          IN WITNESS WHEREOF, the undersigned has executed
this Certificate as of ____________, 19__.


                         [OWNER PARTICIPANT]

                         By

                           [Name and Title of Authorized
                          Representative of Owner
                          Participant]


<PAGE>

                                                EXHIBIT 5
                                                to Exhibit A


                CERTIFICATE FOR A FINAL DRAW


          The undersigned, a duly authorized representative
of [name of Owner Participant] (the "Owner Participant"), as
beneficiary under that certain Irrevocable Transferable
Letter of Credit No.__________ dated [the Date of Issuance]
established by The Bank of Tokyo-Mitsubishi, Ltd., Los
Angeles Branch (the "Funding Bank"), and issued pursuant to
that certain Amended and Restated Reimbursement Agreement,
dated as of December 1, 1988, as amended and restated as of
December 27, 1996 (the "Reimbursement Agreement"), among
System Energy Resources, Inc., The Chase Manhattan Bank, as
Administrating Bank, the Funding Bank, Union Bank of
California, N.A., as Documentation Agent, and the banks
named therein as Participating Banks (the "Letter of
Credit"), hereby certifies as follows:

          1.   [Insert one of the following:  A Deemed Loss
     Event (as defined in Schedule I to the Letter of
     Credit) has occurred and is continuing./  An Event of
     Loss (as defined in Schedule I to the Letter of Credit)
     has occurred and is continuing./  An Event of Default
     (as defined in Schedule I to the Letter of Credit) has
     occurred and is continuing./  Notice has been given by
     the Funding Bank of a Date of Early Termination and
     such Date of Early Termination is on or after the date
     hereof.]

          2.   The Owner Participant has not heretofore made
     a Final Draw under the Letter of Credit.

          3.   The amount of the accompanying draft does not
     exceed the lesser of (i) the Maximum Available Credit
     Amount on the date hereof and (ii) the Maximum Drawing
     Amount available under the Letter of Credit on the date
     hereof, each as determined in accordance with the terms
     of the Letter of Credit.

          Capitalized terms used herein and not otherwise
defined herein shall have the meanings given to them in the
Letter of Credit.


          IN WITNESS WHEREOF, the undersigned has executed
this Certificate as of ____________, 19__.


                         [OWNER PARTICIPANT]

                         By

                           [Name and Title
                           Authorized Representative of
                          Owner Participant]
                                                
<PAGE>                                                
                                              
                                                EXHIBIT 6
                                                to Exhibit A
The Bank of Tokyo-Mitsubishi, Ltd., Los Angeles Branch
777 South Figueroa Street
Los Angeles, California 90017


Dear Sirs:

          Reference is made to the certain Irrevocable
Transferable Letter of Credit bearing Letter of Credit
No.___ dated [Date of Issuance] (the "Letter of Credit"),
which has been established by you in favor of [name of Owner
Participant] (the "Transferor").

          The Transferor has transferred and assigned (and
hereby confirms to you said transfer and assignment) all of
its rights in and under the Letter of Credit to [name of
Transferee] (the "Transferee") and confirms that the Trans
feror no longer has any rights under or interest in the
Letter of Credit.

          The Letter of Credit is returned herewith and we
request that you issue an irrevocable transferable letter of
credit in the name of the Transferee and providing for
notices to be sent to the Transferee at the address set
forth below and in all other respects identical to the
Letter of Credit.

          Transferee hereby certifies that it is a duly
authorized transferee under the terms of the Letter of
Credit and is accordingly entitled, upon presentation of the
drafts and certificates called for therein, to receive pay
ment thereunder.  Notices under the Letter of Credit should
be sent to us as follows:  [Name], [Address], [Telex
Number], Attention:           , [Answerback].


                         [NAME OF TRANSFEROR]

                         By

                           [Name and Title of
                           Authorized Representative
                           of Transferor]

                         [NAME OF TRANSFEREE]

                         By

                           [Name and Title of Authorized
                          Representative of Transferee]


<PAGE>
                                                EXHIBIT 7
                                                to Exhibit A




The Bank of Tokyo-Mitsubishi, Ltd., Los Angeles Branch
777 South Figueroa Street
Los Angeles, California 90017


Attention: Sam Wong


Dear Sirs:

          Reference is made to that certain Irrevocable
Transferable Letter of Credit bearing Letter of Credit No.
dated [Date of Issuance] (the "Letter of Credit"), which has
been established by you in favor of [name of Owner
Participant] (the "Owner Participant").

          The undersigned, a duly authorized representative
of the Owner Participant, hereby surrenders the Letter of
Credit for immediate cancellation.  The Letter of Credit is
returned herewith and we request that you cancel the Letter
of Credit as of the date hereof.

          Capitalized terms used herein and not otherwise
defined herein shall have the meanings given to them in the
Letter of Credit.


                         [OWNER PARTICIPANT]

                         By
                           [Name and Title of Authorized
                           Representative of Owner
                           Participant]


<PAGE>

                                                SCHEDULE I
                                                to Exhibit A
          
          The following terms shall have the following
meanings for purposes of the Letter of Credit and the
Schedules and Exhibits thereto.  Terms defined in the Letter
of Credit shall have the meanings given to them therein.
Terms defined by reference to the Participation Agreement
shall have the meanings assigned to them therein from time
to time.

          "Administrating Bank" means The Chase Manhattan
Bank, a New York banking corporation.

          "Availability Agreement" means the Availability
Agreement, dated as of June 21, 1974, among the Company and
the Operating Companies, as amended heretofore and as
amended from time to time.

          "Availability Agreement Assignment" means the
Thirty-Second Assignment of Availability Agreement, Consent
and Agreement dated as of December 27, 1996, among the
Company, EAI, ELI, EMI, ENOI, and the Administrating Bank,
substantially in the form of Exhibit I to the Reimbursement
Agreement, and as amended from time to time.

          "Applicable Law" has the meaning assigned to it in
the Participation Agreement.

          "Bank" means the Funding Bank or any Participating
Bank.

          "Business Day" means any day except a Saturday,
Sunday or other day on which commercial banks in New York,
New York or Los Angeles, California are authorized or
required by law to close.

          "Code" means the United States Internal Revenue
Code of 1986, as amended, and the applicable regulations
thereunder.

          "Collateral Agreements" means the Supplementary
Capital Funds Agreement, the Availability Agreement and the
Availability Agreement Assignment.

          "Date of Issuance" means December 27, 1996.

          "Date of Early Termination" has the meaning
assigned to it in the eighth paragraph of the Letter of
Credit.

          "Deemed Loss Event" has the meaning specified in
the Participation Agreement.

          "DLE Term Advance" has the meaning assigned to it
in Section 1 of the Reimbursement Agreement.

          "EAI" means Entergy Arkansas, Inc., an Arkansas
public utility.

          "ELI" means Entergy Louisiana, Inc., a Louisiana
public utility.

          "EMI" means Entergy Mississippi, Inc., a
Mississippi public utility.

          "ENOI" means Entergy New Orleans, Inc., a
Louisiana public utility.

          "Entergy" means Entergy Corporation, a Delaware
corporation.

          "EOL Term Advance" has the meaning assigned to it
in Section 1 of the Reimbursement Agreement.

          "ERISA" has the meaning assigned to it in the
Participation Agreement.

          "ERISA Affiliate" means any trade or business
(whether or not incorporated) that is a member of a group of
which the Company is a member and which is treated as a
single employer under Section 414 of the Code.

          "Event of Default" has the meaning assigned to it
in the Facility Lease.

          "Event of Loss" has the meaning specified in the
Participation Agreement.

          "Facility Lease" has the meaning assigned to it in
the Participation Agreement.

          "Funding Bank" means The Bank of Tokyo-Mitsubishi,
Ltd., Los Angeles Branch.

          "Funding Corporation" has the meaning assigned to
it in the Participation Agreement.

          "Governmental Action" has the meaning assigned to
it in the Participation Agreement.

          "Indebtedness" of any Person means at any date,
without duplication, the following items to the extent
required under generally accepted accounting principles to
be disclosed in the Company's financial statements
(including the notes thereto):  (i) all obligations of such
Person for borrowed money, or with respect to deposits or
advances of any kind; (ii) all obligations of such Person
evidenced by bonds, debentures, notes or similar
instruments; (iii) all obligations of such Person upon which
interest charges are customarily paid; (iv) all obligations
under leases which shall have been or should be, in
accordance with generally accepted accounting principles,
recorded as capital leases in respect of which such Person
is liable as lessee; (v) all obligations under the Facility
Leases (regardless of treatment in the financial statements
or notes thereto); (vi) all obligations with respect to any
sale and leaseback transaction permitted under
Section 12(a)(v) of the Reimbursement Agreement (regardless
of treatment in the financial statements or notes thereto);
(vii) liabilities in respect of unfunded vested benefits
under Plans; (viii) Withdrawal Liability incurred under
ERISA by such Person or any of its affiliates to any
Multiemployer Plan; (ix) reimbursement obligations of such
Person (whether contingent or otherwise) in respect of
letters of credit, bankers acceptances, surety or other
bonds and similar instruments; (x) the book value of any
asset of such Person upon which a Lien is imposed for the
purpose of securing Indebtedness of others; and
(xi) obligations of such Person under direct or indirect
guarantees in respect of, obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to
assure a creditor against loss in respect of indebtedness or
obligations of others of the kinds referred to above;
provided, however, that the liabilities in Sections
(vii) and (viii) above will only be counted as
"Indebtedness" to the extent that they are required to be
capitalized on the balance sheet of such Person under
generally accepted accounting principles.

          "Indenture" has the meaning assigned to it in the
Participation Agreement.

          "Indenture Trustee" has the meaning assigned to it
in the Participation Agreement.

          "Lease Indenture Estate" has the meaning assigned
to it in the Participation Agreement.

          "Lien" means, with respect to any asset, any
mortgage, lien, pledge, charge, security interest or encum
brance of any kind in respect of such asset.  For the
purposes of this Agreement, a Person or any of its Subsidi
aries shall be deemed to own subject to a Lien any asset
which it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to
such asset.

          "Long-Term Debt" means all Indebtedness which is
not otherwise included in the definition herein of Short-
Term Debt.

          "Maximum Available Credit Amount" shall mean an
amount equal to the Maximum Credit Amount, as such amount
may be modified from time to time in accordance with the
fourth paragraph of the Letter of Credit.

          "Maximum Drawing Amount" means, with respect to a
Date of Drawing, the amount shown opposite the period
including such Date of Drawing in the Table of Maximum
Drawing Amounts attached as Schedule II to the Letter of
Credit, as such amounts may be modified from time to time in
accordance with the fourth paragraph of the Letter of Credit
(collectively, the "Maximum Drawing Amounts").

          "Multiemployer Plan" means a multiemployer plan as
defined in Section 4001(a)(3) of ERISA to which the Company
or any ERISA Affiliate (other than one considered an ERISA
Affiliate only pursuant to subsection (m) or (o) or Code
Section 414) is making or accruing an obligation to make
contributions, or has within any of the preceding five plan
years made or accrued an obligation to make contributions.

          "Notes" has the meaning assigned to it in the
Participation Agreement.

          "Obligations" means, with regard to any Person at
any date, without duplication, (i) all obligations of such
Person for borrowed money, (ii) all obligations of such
Person with respect to deposits or advances of any kind, or
for the deferred purchase price of property or services,
(iii) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (iv) all obliga
tions of such Person upon which interest charges are custom
arily paid, (v) all obligations under leases relating to any
sale and leaseback transaction permitted under
Section 12(a)(v) of the Reimbursement Agreement, (vi) all
obligations under leases which shall have been or should be,
in accordance with generally accepted accounting principles,
recorded as capital leases in respect of which such Person
is liable as lessee, (vii) reimbursement obligations of such
Person in respect of letters of credit, bankers acceptances,
surety or other bonds and similar instruments, and
(viii) obligations of such Person under direct or indirect
guarantees in respect of, and obligations to purchase or
otherwise acquire, or otherwise to assure a creditor against
loss in respect of, indebtedness or obligations of others of
the kinds referred to above; provided, however, that
obligations under (ii), (vii), or (viii) above shall not be
included in this definition to the extent that such
obligations are being contested by such Person in good faith
and in an appropriate manner.

          "Operating Companies" means EAI, EMI, ELI and
ENOI, each being an "Operating Company".

          "Owner Participant" means RCMC Del., Inc.,
assignee in interest of Resources Capital Management
Corporation, assignee in interest of Public Service
Resources Corporation, and/or Textron Financial Corporation,
assignee in interest of Lease Management Realty Corporation
IV, as the case may be, and their respective permitted
successors and assigns.

          "Owner Trustee" has the meaning assigned to it in
the Participation Agreement.

          "Partial Draw" has the meaning assigned to it in
the seventh paragraph of the Letter of Credit.

          "Partial Drawing Amount" means, with respect to
any Partial Drawing Event, an amount not exceeding the
amount of Rent due and unpaid the non-payment of which gave
rise to such Partial Drawing Event.

          "Partial Drawing Event" means an Event of Default
under Section 15(i) of the Facility Lease.

          "Participant" has the meaning assigned to it in
Section 23(a) of the Reimbursement Agreement.

          "Participation Agreement" means the Participation
Agreement dated as of December 1, 1988, among the Owner Par
ticipant, the Funding Corporation, the banks named therein
as Original Loan Participants, Meridian Trust Company and
Stephen M. Carta in their individual capacities and as Owner
Trustee, Bankers Trust Company and Stanley Burg, in their
individual capacities and as Indenture Trustee, and the
Company.

          "Participating Banks" means the banks, other than
The Chase Manhattan Bank solely in its role as
administrating bank, whose names are listed on the signature
pages of the Reimbursement Agreement, each being a
"Participating Bank."

          "PBGC" means the Pension Benefit Guaranty Corpora
tion referred to and defined in ERISA and any entity suc
ceeding to any or all of its functions under ERISA.

          "Person" has the meaning assigned to it in the
Participation Agreement.

          "Plan" means any pension plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of
ERISA or Section 412 of the Code and which is maintained for
employees of the Company or any ERISA Affiliate.

          "Reimbursement Agreement" means the Amended and
Restated Reimbursement Agreement, dated as of December 1,
1988, as amended and restated as of December 27, 1996, among
the Company, the Administrating Bank, the Funding Bank,
Union Bank of California, N.A., as Documentation Agent, and
the banks named therein as Participating Banks, as the same
may from time to time be amended, supplemented or modified.

          "Rent" has the meaning assigned to it in the
Participation Agreement.

          "Reportable Event" means any reportable event as
defined in Section 4043(b) of ERISA or the regulations
issued thereunder with respect to a Plan (other than a Plan
maintained by an ERISA Affiliate which is considered an
ERISA Affiliate only pursuant to subsection (m) or (o) of
Code Section 414).

          "Required Banks" means at any time Participating
Banks whose aggregate Participation Percentages are equal to
at least 66-2/3% at such time.

          "Significant Operating Company" means an Operating
Company whose entitlement percentage under the UPSA exceeds
20%.

          "Significant Operating Group" means any two or
more Operating Companies whose entitlement percentage under
the  UPSA exceeds 20% in the aggregate.

          "Stated Expiration Date" means January 15, 2000.

          "Subsidiary" means with respect to any person
(herein referred to as the "parent"), any corporation,
association or other business entity (a) of which securities
or other ownership interests representing more than 50% of
the ordinary voting power are, at the time any determination
is being made, owned, controlled or held or (b) which is, at
the time any determination is made, otherwise controlled (by
contract or agreement or otherwise) by the parent or one or
more subsidiaries of the parent or by the parent and one or
more subsidiaries of the parent.

          "Supplementary Capital Funds Agreement" means the
Thirty-Second Supplementary Capital Funds Agreement and
Assignment dated as of December 27, 1996, between the
Company and the Administrating Bank, substantially in the
form of Exhibit H to the Reimbursement Agreement, and as
amended from time to time.

          "Termination Date" means the earliest of
(i) 10:00 a.m., New York time, on the Date of Early
Termination, (ii) 5:00 p.m. (New York time) on the date on
which the Owner Participant surrenders the Letter of Credit
for cancellation to the Bank with a notice in the form of
Exhibit 7 to the Letter of Credit, (iii) 5:00 p.m. (New York
time) on the date on which the Bank pays a Final Draw, and
(iv) either (x) if a draft and certificate, all in strict
conformity with the terms and conditions of the Letter of
Credit, are presented after 10:00 a.m. but prior to
5:00 p.m. (New York time) on the Stated Expiration Date,
5:00 p.m. (New York time) on the Business Day following the
Stated Expiration Date or otherwise (y) 5:00 p.m. (New York
time) on the Stated Expiration Date.

          "Termination Event" means (i) a Reportable Event
or (ii) the withdrawal of the Company or an ERISA Affiliate
from a Plan during a plan year in which it was a
"substantial employer" as defined in Section 4001(a)(2) of
ERISA, or (iii) the filing of a notice of intent to
terminate a Plan or the treatment of a Plan amendment as a
termination under Section 4041 of ERISA, or (iv) the
institution of proceedings to terminate a Plan by the PBGC,
or (v) any other event or condition which is reasonably
expected to constitute grounds for the imposition of a lien
in favor of a Plan for the termination of, or the
appointment of a trustee to administer, a Plan under
Section 4042 of ERISA.

          "Transaction Documents" means the Participation
Agreement, the Indenture, the Notes, the Facility Lease, and
the Letter of Credit.

          "Unit 1" has the meaning assigned to it in the
Participation Agreement.

          "UPSA" means the Unit Power Sales Agreement, dated
as of June 10, 1982, among the Company and the Operating
Companies, as amended heretofore and as amended from time to
time.

          "Withdrawal Liability" means liability to a
Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.


<PAGE>

                                                SCHEDULE II
                                                to Exhibit A


              Table Of Maximum Drawing Amounts

                               Maximum Drawing Amount
                                                     
                                       Textron       
                                      Financial      
Applicable Period RCMC Del., Inc.    Corporation        Total

From December 27, $132,131,956.45   $32,205,291.09   $164,337,247.54
1996 to and                                          
including
January 15, 1997

From January 15,  $140,464,562.74   $32,750,185.43   $173,214,748.17
1997 to and                                          
including July
15, 1997

From July 15,     $142,462,181.38   $33,251,444.43   $175,713,625.81
1997 to and                                          
including
January 15, 1998

From January 15,  $144,189,217.56   $33,722,071.94   $177,911,289.50
1998 to and                                          
including
July 15, 1998

From July 15,     $145,798,406.14   $34,158,914.63   $179,957,320.77
1998 to and                                          
including
January 15, 1999

From January 15,  $147,317,421.73   $34,569,963.60   $181,887,385.33
1999 to and                                          
including
July 15, 1999

From July 15,     $148,719,125.41   $34,946,720.11   $183,665,845.52
1999 to and                                          
including
January 15, 2000


<PAGE>
                                                SCHEDULE III
                                                to Exhibit A
          
          
          The Bank shall have the right upon the occurrence
of any of the events listed below to terminate the Letter of
Credit in accordance with the terms of the Letter of Credit.

          (i) the Company shall (a) fail to pay when due any
     amount payable under Section 2 of the Reimbursement
     Agreement, or (b) fail to pay any amount payable under
     Section 3 of the Reimbursement Agreement within 5
     Business Days after the same shall become due; or

          (ii) the Company shall violate any covenant con
     tained in Section 12 of the Reimbursement Agreement,
     except for violations resulting from an involuntary
     lien under Section 12(e) of the Reimbursement
     Agreement; or

          (iii) the Company shall fail to observe or perform
     any covenant contained in Section 11(g)(i) of the
     Reimbursement Agreement; or

          (iv) the Company shall fail to make, or cause to
     be made, after the passage of any applicable grace
     period, any payment or payments specified in
     Section 15(i) of any of the Facility Leases; or

          (v) the Company shall fail to observe or perform
     any covenant or agreement contained in the
     Reimbursement Agreement (other than those covered by
     clauses (i), (ii), and (iii) above) for 30 days after
     written notice thereof has been given to the Company by
     the Administrating Bank or any Bank; or

          (vi) any representation, warranty, certification
     or statement made by the Company in the Reimbursement
     Agreement or in any certificate, financial statement or
     other document delivered pursuant to the Reimbursement
     Agreement shall prove to have been incorrect or
     misleading in any material respect when made; or

          (vii) any material provision of the Reimbursement
     Agreement shall at any time for any reason cease to be
     valid and binding upon the Company, or shall be
     declared to be null and void, or the validity or
     enforceability thereof shall be contested by the
     Company or any governmental agency or authority, or the
     Company shall deny that it has any or further liability
     or obligation under the Reimbursement Agreement; or

          (viii) (a) the Company or any Subsidiary of the
     Company shall fail to make any payment of any amount in
     respect of any Obligations, or to make any payment of
     any interest or premium thereon, when due (whether by
     scheduled maturity, required prepayment, acceleration,
     demand or otherwise) and such failure shall continue
     after the applicable grace period, if any, specified in
     such agreement or instrument relating to such Obliga
     tions;

          (b) any other default under any agreement or
     instrument relating to any Obligations of the Company
     or any Subsidiary of the Company, or any other event,
     shall occur and shall continue after the applicable
     grace period, if any, specified in such agreement or
     instrument, if the effect of such default or event is
     to accelerate, (other than by a specified mandatory
     redemption provision in connection with pollution
     control bonds unrelated to any default or event of
     default with respect thereto), the maturity of any
     Obligations and if the total of all such Obligations
     which (x) have become due and not been paid under
     clause (viii)(a) and (y) have been accelerated under
     this clause (viii)(b) shall exceed $10,000,000 in the
     aggregate;

          (c) if any EOL Term Advances or DLE Term Advances
     are outstanding, Entergy shall fail to make any payment
     of any amount in respect of any of its Obligations the
     aggregate principal amount of which is greater than
     $25,000,000, or to make any payment of any interest or
     premium thereon, when due (whether by scheduled
     maturity, required prepayment, acceleration, demand or
     otherwise) and such failure shall continue after the
     applicable grace period, if any, specified in such
     agreement or instrument relating to such Obligations;

          (d) if any EOL Term Advances or DLE Term Advances
     are outstanding, any other default under any agreement
     or instrument relating to any Obligations of Entergy
     the aggregate principal amount of which is greater than
     $25,000,000, or any other event, shall occur and shall
     continue after the applicable grace period, if any,
     specified in such agreement or instrument, if the
     effect of such default or event is to accelerate (other
     than by a specified mandatory redemption provision in
     connection with pollution control bonds unrelated to
     any default or event of default with respect thereto)
     the maturity of any Obligations and if the total of all
     such Obligations which (x) have  become due and not
     been paid under clause (viii)(c) and (y) have been
     accelerated under this clause (viii)(d) shall exceed
     $25,000,000 in the aggregate; or

          (e) any Obligations of the Company or any
     Subsidiary of the Company the aggregate principal
     amount of which is greater than $10,000,000, or if any
     EOL Term Advances or DLE Term Advances are outstanding,
     any Obligations of Entergy the aggregate principal
     amount of which is greater than $25,000,000, in any
     case shall be declared due and payable, or required to
     be prepaid (other than by a regularly scheduled
     required prepayment or a specified mandatory redemption
     provision in connection with pollution control bonds
     unrelated to any default or event of default with
     respect thereof) prior to the stated maturity thereof;
     or

          (ix) an involuntary proceeding shall be commenced
     or an involuntary petition shall be filed in a court of
     competent jurisdiction seeking (a) relief in respect of
     the Company, any Significant Operating Company or
     Significant Operating Group or of a substantial part of
     its or their property or assets, under Title 11 of the
     United States Code, as now constituted or hereafter
     amended, or any other Federal or state bankruptcy,
     insolvency, receivership or similar law, (b) the
     appointment of a receiver, trustee, custodian, seques
     trator, conservator or similar official for such
     company or group, or for a substantial part of its or
     their property or assets, or (c) the winding-up or
     liquidation of the Company or any Significant Operating
     Company or Significant Operating Group; and such
     proceeding or petition shall continue undismissed for
     60 days, or an order or decree approving or ordering
     any of the foregoing shall be entered; or

          (x) the Company or any Significant Operating
     Company or Significant Operating Group shall (a) volun
     tarily commence any proceeding or file any petition
     seeking relief under Title 11 of the United States
     Code, as now constituted or hereafter amended, or any
     other Federal or state bankruptcy, insolvency, receiv
     ership or similar law, (b) consent to the institution
     of, or fail to contest in a timely and appropriate
     manner, any proceeding or the filing of any petition
     described in (ix) above, (c) apply for or consent to
     the appointment of a receiver, trustee, custodian,
     sequestrator, conservator or similar official for such
     company or companies, or for a substantial part of its
     or their property or assets, (d) file an answer admit
     ting the material allegations of a petition filed
     against it or them in any such proceeding, (e) make a
     general assignment for the benefit of creditors,
     (f) become unable, admit in writing its or their
     inability or fail generally to pay its or their debts
     as they become due or (g) take any action for the
     purpose of effecting any of the foregoing; or

          (xi) any judgment or order for the payment of
     money exceeding any applicable insurance coverage by
     more than $10,000,000 shall be rendered against the
     Company or any Subsidiary of the Company and shall
     remain undischarged or unstayed for 30 days and
     enforcement proceedings shall have been commenced by
     any creditor upon such judgment or order; or

          (xii) within 30 days after the reporting of any
     Termination Event to the Administrating Bank, the
     Administrating Bank shall have notified the Company in
     writing that the Required Banks have made a reasonable
     determination that, on the basis of such Termination
     Event, the financial condition of the Company is, or
     could reasonably be expected to become, materially and
     adversely affected; or

          (xiii) the Reimbursement Agreement or any
     Collateral Agreement shall for any reason cease to be,
     or be asserted by either the Company, Entergy, or any
     Operating Company not to be, a legal, valid and binding
     obligation of the Company, Entergy or the Operating
     Companies, enforceable in accordance with its terms, or
     the security interest or lien purported to be created
     by any Collateral Agreement shall for any reason cease
     to be, or be asserted by the Company not to be, a
     valid, first priority perfected security interest
     (subject to no liens, except liens not prohibited by
     Section 12(e) of the Reimbursement Agreement) in the
     Collateral as defined under each such agreement; or

          (xiv) Entergy shall cease to own, directly or indi
     rectly, free and clear of all Liens whatsoever, all of
     the common stock equity and all of the voting stock of
     any of the Company, EAI, ELI, EMI or ENOI (other than
     preferred stock which has only limited voting rights
     upon default); or

          (xv) any change in Applicable Law or any
     Governmental Action (including revocation or
     modification of any required regulatory approval) shall
     occur which adversely affects, in other than immaterial
     ways, (I) the obligations or ability of the Company,
     Entergy, any Operating Company, any Owner Trustee, the
     Indenture Trustee, any Owner Participant, the Funding
     Corporation, the Funding Bank, the Administrating Bank,
     any Participating Bank or any Participant to make any
     required payment under, or otherwise to perform, or the
     right or ability of any such Person to enforce its
     rights under, the Reimbursement Agreement, any of the
     Transaction Documents or any of the Collateral
     Agreements or (II) the value of the Collateral
     Agreements or the Lease Indenture Estate, unless such
     result can be avoided by action which is within the
     control of and can be taken by a Bank or Participant
     within a reasonable period of time, and which is not
     adverse to the interests of or onerous to such bank
     (and each Bank and Participant covenants with each
     other Bank and Participant to take any such action).

Capitalized terms used herein and not otherwise defined
herein have the meanings given to them in the Letter of
Credit.


<PAGE>
                                                   EXHIBIT B
                 Form of Notice of Drawing


[Company/Participating Bank]
[Address]



Dear Sirs:

          Reference is made to that certain Irrevocable
Transferable Letter of Credit bearing Letter of Credit
No.         dated ______________, which has been established
by us in favor of [insert name(s) of beneficiar(ies)].

          We have received (i) a draft for payment of
U.S. $          on [insert date to be paid] and (ii) a
Certificate for [a Partial Draw/a Final Draw] from [insert
name of beneficiary presenting draft and certificate].

          On [insert date of payment], we paid such draft in
the amount of U.S. $              .

          [Insert the following in the case of notice to a
Participating Bank:  Your pro rata share of such drawing
(based upon your Participation Percentage) is $         .]

          Capitalized terms used herein and not otherwise
defined herein shall have the meanings given to them in the
Letter of Credit.

                         THE BANK OF TOKYO-MITSUBISHI, LTD.,
                         Los Angeles Branch

                         by
                                            Title:

<PAGE>
                                                  SCHEDULE 1




Participating Bank              Participation Percentage

The Chase Manhattan Bank                17.0870%
Union Bank of California, NA            17.0870%
The Bank of New York                    14.9728%
The Bank of Nova Scotia                 14.9728%
Canadian Imperial Bank of               13.6117%
  Commerce
The Yasuda Trust and Banking             5.9347%
  Co., Ltd.
Toronto Dominion (Texas), Inc.           8.1670%
First National Bank of Chicago           8.1670%
                                
                                

<PAGE>

                                                  SCHEDULE 2
                 Beneficiaries and Amounts
             of Letters of Credit to Be Issued


                     LETTERS OF CREDIT

Beneficiary:

RCMC Del., Inc.
105 North Market Street, Suite 1128
Wilmington, Delaware 19899

Attn:  Eileen A. Moran, Vice President


Maximum Credit Amount:  $148,719,125.41

Initial Maximum Drawing Amounts:  $132,131,956.45

                                      Maximum Drawing
Applicable Period                          Amount
From December 27, 1996 to and         $132,131,956.45
including January 15, 1997

From January 15, 1997 to and          $140,464,562.74
including July 15, 1997

From July 15, 1997 to and             $142,462,181.38
including January 15, 1998

From January 15, 1998 to and          $144,189,217.56
including July 15, 1998

From July 15, 1998 to and             $145,798,406.14
including January 15, 1999

From January 15, 1999 to and          $147,317,421.73
including July 15, 1999

From July 15, 1999 to and             $148,719,125.41
including January 15, 2000


Beneficiary:

Textron Financial Corporation
40 Westminster Street
Providence, Rhode Island 02940

Attn:  General Counsel

Maximum Credit Amount:  $34,946,720.11

Initial Maximum Drawing Amounts:  $32,205,291.09

                                      Maximum Drawing
Applicable Period                          Amount

From December 27, 1996 to and         $32,205,291.09
including January 15, 1997      

From January 15, 1997 to and          $32,750,185.43
including July 15, 1997

From July 15, 1997 to and             $33,251,444.43
including January 15, 1998

From January 15, 1998 to and          $33,722,071.94
including July 15, 1998

From July 15, 1998 to and             $34,158,914.63
including January 15, 1999

From January 15, 1999 to and          $34,569,963.60
including July 15, 1999

From July 15, 1999 to and             $34,946,720.11
including January 15, 2000

_______________________________
     <FN1>  The Table of Contents is not a part of this Agreement.